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Aehr Test Systems sets up $60M ATM stock program

Aehr Test Systems entered into an equity distribution agreement on April 8, 2026 with William Blair & Company and Craig-Hallum Capital Group to sell up to $60,000,000 of common stock through an at-the-market offering program.

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Form Type
8-K

Rhea-AI Filing Summary

Aehr Test Systems entered into an equity distribution agreement on April 8, 2026 with William Blair & Company and Craig-Hallum Capital Group to sell up to $60,000,000 of common stock through an at-the-market offering program. Sales will be made from time to time under an effective Form S-3 shelf registration and an April 8, 2026 prospectus supplement. The agents will use commercially reasonable efforts to place shares and will receive a commission of up to 3.0% of gross proceeds. Either the company or the agents can suspend or terminate the program upon written notice.

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Insights

Aehr sets up a $60M at-the-market stock sale program for flexible funding.

Aehr Test Systems has arranged an equity distribution agreement allowing sales of up to $60,000,000 of common stock through an at-the-market program. Shares can be sold over time on Nasdaq or other markets under an already effective Form S-3 shelf.

The company will pay the agents a commission of up to 3.0% of gross proceeds, which modestly reduces net funds raised per share. Because issuance is discretionary and can be suspended or terminated by either side, actual use will depend on market conditions and company funding needs.

This arrangement provides structural capacity for equity financing but does not, by itself, change current financial results. Any future impact on existing shareholders will depend on how much of the $60,000,000 capacity is ultimately used and at what share prices.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
ATM program size $60,000,000 Maximum aggregate offering amount of common stock under equity distribution agreement
Agent commission rate up to 3.0% of gross proceeds Commission payable to sales agents on ATM Share sales
Form S-3 file number 333-282661 Shelf registration statement covering ATM Shares
Shelf effective date October 25, 2024 Date Form S-3 registration statement was declared effective by SEC
Prospectus supplement date April 8, 2026 Filing date of prospectus supplement for ATM Shares
equity distribution agreement financial
"entered into an equity distribution agreement (the “Equity Distribution Agreement”)"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
at the market offering financial
"deemed to be an “at the market offering” as defined in Rule 415(a)(4)"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Form S-3 regulatory
"pursuant to a registration statement on Form S-3 (File No. 333-282661)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplement regulatory
"A prospectus supplement relating to the offering of the ATM Shares was filed"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 415(a)(4) regulatory
"as defined in Rule 415(a)(4) of the Securities Act of 1933"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.
indemnification obligations financial
"indemnification obligations of the Company and the Agents against certain liabilities"
A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.
Offering Type ATM

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity program did AEHR establish in this 8-K filing?
Aehr Test Systems established an at-the-market equity program allowing the sale of up to $60,000,000 of common stock. Shares may be issued over time through sales on Nasdaq or other markets under an existing Form S-3 shelf registration.

How much stock can AEHR sell under the new at-the-market agreement?
Aehr can sell up to $60,000,000 of common stock under the equity distribution agreement. These shares, called ATM Shares, are issued pursuant to an effective Form S-3 registration statement and an April 8, 2026 prospectus supplement filed with the SEC.

Who are the sales agents for AEHR’s $60 million ATM offering?
William Blair & Company and Craig-Hallum Capital Group act as sales agents under the equity distribution agreement. They will use commercially reasonable efforts to sell ATM Shares from time to time based on Aehr’s instructions and applicable market and regulatory requirements.

What fees will AEHR pay on sales under the ATM program?
Aehr agreed to pay a commission of up to 3.0% of gross proceeds on ATM Share sales. This commission goes to William Blair & Company and Craig-Hallum Capital Group for acting as sales agents in placing the common stock into the market.

Can AEHR or the agents stop the at-the-market offering program?
Yes, either Aehr or the sales agents can suspend or terminate the program by giving written notice, subject to conditions in the equity distribution agreement. This flexibility allows adjustments if market conditions or Aehr’s financing plans change.

Under what registration statement are AEHR’s ATM Shares being issued?
The ATM Shares are issued under Aehr’s Form S-3 registration statement, File No. 333-282661, dated October 15, 2024 and declared effective October 25, 2024. A related prospectus supplement for the ATM offering was filed on April 8, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)

 

April 8, 2026

  ________________________

 

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 April 8, 2026, AEHR Test Systems (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC (the “Agents”), in connection with the offer and sale of up to $60,000,000 of shares of the Company’s common stock, par value $0.01 per share (“ATM Shares”). The ATM Shares to be offered and sold under the Equity Distribution Agreement will be issued and sold pursuant to a registration statement on Form S-3 (File No. 333-282661), dated October 15, 2024 that was declared effective by the Securities and Exchange Commission (the “Commission”) on October 25, 2024. A prospectus supplement relating to the offering of the ATM Shares was filed with the Commission on April 8, 2026 (the “Prospectus Supplement”).

 

Subject to the terms and conditions of the Equity Distribution Agreement, the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market, LLC (“Nasdaq”), to sell ATM Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

 

The Company is not obligated to make any sales of ATM Shares, and the Agents are not required to sell any specific number or dollar amount of shares of the ATM Shares under the Equity Distribution Agreement. The Company or the Agents may suspend or terminate the offering of ATM Shares upon written notice to the other party and subject to other conditions.

 

Under the Equity Distribution Agreement, the Agents may sell ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, including, without limitation, sales made directly on or through Nasdaq, on or through any other existing trading market for the Company’s shares of common stock or to or through a market maker. If expressly authorized by the Company, the Agents may also sell ATM Shares in privately negotiated transactions. The Company agreed to pay the Agents a commission of up to 3.0% of the gross proceeds from the sales of ATM Shares pursuant to the Equity Distribution Agreement.

 

The Equity Distribution Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Agents against certain liabilities, including for liabilities under the Securities Act, and termination provisions. The provisions of the Equity Distribution Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.

 

The foregoing description of the Equity Distribution Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

1.1

Equity Distribution Agreement, dated April 8, 2026, by and among the Company, William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC as sales agents.

 

 

 

5.1

 

Opinion of Latham & Watkins LLP

 

 

 

23.1

 

Consent of Latham & Watkins LLP (included in Exhibit 5.1)

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

 

 

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
    
Date: April 8, 2026 By:/s/ Chris P. Siu

 

 

Chris P. Siu 
  Executive Vice President of Finance and Chief Financial Officer 

 

 

3

 

Source: View Original Filing on SEC EDGAR

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