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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 10, 2023

AEHR TEST SYSTEMS
(Exact name of registrant as specified in its charter)

California |  | 000-22893 |  | 94-2424084
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

400 KATO TERRACE FREMONT, CA 94539
(Address of principal executive offices, including zip code)
510-623-9400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.01 per share | AEHR | The NASDAQ Capital Market

Item 1.01. Entry into a Material Definitive Agreement.

On January 10, 2023, Aehr Test Systems (the “Company”) entered into the Third Amendment to Loan and Security Agreement (the “Amendment”) with Silicon Valley Bank (the “Lender”) which amended the Loan and Security Agreement dated as of January 13, 2020, the First Amendment to Loan and Security Agreement dated as of January 14, 2021, and the Second Amendment to Loan and Security Agreement dated as of January 11, 2022 with the Lender.

The Amendment, among other things, extended the Revolving Line Maturity Date to January 13, 2024, provided, however, that (i) if by no later than July 31, 2023 the Company submits a fiscal year 2024 plan of record to that is generally acceptable to the Lender, and (ii) the minimum net cash at the end of November 30, 2023 is at least $20.0 million, the Amended Revolving Line Maturity Date would be extended to January 13, 2025.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
10.1 |  | Third Amendment to Loan and Security Agreement dated January 10, 2023 by and between Aehr Test Systems and Silicon Valley Bank.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| Aehr Test Systems (Registrant) |
Date: January 17, 2023 | By: | /s/ Kenneth B. Spink |
|  | Kenneth B. Spink |
|  | Vice President of Finance and |
|  | Chief Financial Officer |

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