SemiLEDs (LEDS) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We have incurred net losses in recent periods and may require additional financing. If financing is not available, we may be required to further downsize or discontinue operations26% rewritten
2. 02In the year ended August 31, 2025, we derived the significant majority of our revenues from the purchase and sale of equipment from vendors in China. Our inability to grow our buy-sell revenues would have a negative impact on our financial condition and results of operationNew
3. 03We depend on contract manufacturing for portions of our supply chain. The inability of our contract manufacturers to produce products that satisfy our requirements may have a material adverse effect on our business
4. 04the possible breach of the manufacturing agreement by the contract manufacturers because of factors beyond our control
5. 05Our success depends on the successful development, introduction, commercialization and acceptance of new products and enhancements to existing product lines
6. 06We may not be able to effectively develop, maintain and expand our sales and distribution channels, which could negatively affect our ability to expand our sales and business and damage our brand reputation
7. 07We operate in highly competitive markets that are characterized by rapid technological changes and declining average selling prices. Competitive pressures from existing and new companies and/or damage to our brand may harm our business and operating results
8. 08Historically, we have derived our revenues mainly from the sales of our LED components. Our inability to grow our revenues generated from the sales of LED components would have a negative impact on our financial condition and results of operation44% rewritten
9. 09The market for LEDs has historically been, and we expect will continue to be, highly volatile, which could harm our business and result in significant fluctuations in the market price of our common stock
10. 10fluctuations in the unutilized manufacturing capacity available to produce LED chips and LED components
11. 11Our ongoing cost and capital expenditure reduction efforts may not be effective, might have unintended consequences, and could negatively impact our business
12. 12If we are unable to implement our product innovation strategy effectively, our business and financial results could be materially and adversely affected
13. 13If UV LEDs fail to achieve widespread adoption in the UV lighting market, or if alternative technologies gain market acceptance, our prospects will be materially and adversely impacted and we may be unable to achieve and maintain our profitability
14. 14Our gross margins could fluctuate as a result of changes in our product mix, decreases in the average selling prices of our products, underutilization of our manufacturing capacity, and other factors, which may adversely impact our operating results
15. 15We rely on a limited number of key suppliers for certain key raw materials and equipment. The loss of key suppliers may have a material adverse effect on our business
16. 16We may not be able to effectively expand our production capacity or upgrade our production facilities or do so in a timely or cost-effective manner, which could prevent us from growing our sales, margins and market share
17. 17Sales of our products are concentrated in a few select markets. Adverse developments in these markets could have a material and disproportionate impact on us48% rewritten
18. 18Variations in our production yields and limitations in the amount of process improvements we can implement could impact our ability to reduce costs and could cause our margins to decline and our operating results could suffer
19. 19any transitions or changes in our production process, planned or unplanned
20. 20In some instances, we may offer products for future delivery at prices based on planned yield improvements or increased cost efficiencies from other production advances. Failure to achieve these planned improvements or advances could significantly affect our margins and operating results
21. 21As we continue to operate in the lighting fixtures market, we may face additional competition and our existing customers may reduce orders
22. 22We are highly dependent on our customers’ ability to produce and sell products incorporating our LED products. If our customers are not successful, our operating results could be materially and adversely affected
23. 23Any undetected defects in our products may harm our sales and reputation and adversely affect our manufacturing yields
24. 24Our operations involve the use of hazardous materials, and we must comply with environmental laws, which can result in significant costs, and may affect our business and operating results
25. 25In fiscal year 2025, we entered into buy-sell purchase orders pursuant to which we purchased equipment and then resold the goods to our customer. The revenue relating to these purchase orders was $38 million, and the associated cost of revenue was $36.5 millionNew
26. 26Trade matters, including tariffs, may impact our ability to compete cost-effectivelyNew

Risks Relating to Our Holding Company Structure

1. 27We are a holding company with one material asset, which is our ownership interest in Taiwan Bandaoti Zhaoming Co., Ltd
2. 28Our ability to operate our holding company in the U.S. is dependent on Taiwan Bandaoti Zhaoming Co., Ltd.’s ability to repay its obligations to SemiLEDs Corporation54% rewritten
3. 29Our ability to make further investments in Taiwan Bandaoti Zhaoming Co., Ltd. may be dependent on regulatory approvals in Taiwan20% rewritten
4. 30The rights of stockholders may be limited as we conduct a substantial portion of our operations in Taiwan and a substantial portion of our assets and substantially all of our directors and officers reside outside the United States

Risks Related to Owning Our Common Stock

1. 31We may fail to qualify for continued listing on Nasdaq which could make it more difficult for investors to sell their shares86% rewritten
2. 32There can be no assurance that we will be able to maintain compliance with Nasdaq’s continued listing requirements or that our common stock will not be delisted from NasdaqNew
3. 33We may seek additional capital that may result in stockholder dilution
4. 34Our directors, executive officers and principal stockholders have substantial control over us and will be able to influence corporate matters
5. 35discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us
6. 36Delaware law and our certificate of incorporation and bylaws will contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable

General Risks

1. 37Epidemics, pandemics, and other outbreaks could disrupt the Company’s operations and adversely affect its business, results of operations, and cash flows
2. 38Our operating results may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our operating results for a particular period to fall below expectations, resulting in a severe decline in the price of our common stock
3. 39seasonal fluctuations in our customers’ purchasing patterns
4. 40Our stock price has been and may continue to be volatile and you may be unable to resell shares of our common stock at or above the price you paid
5. 41general economic and market conditions
6. 42We do not anticipate paying any cash dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
7. 43We may be exposed to litigation, which could adversely affect our financial condition and results of operations
8. 44We may undertake joint ventures, investments, acquisitions, joint projects, and other strategic alliances and such undertakings, as well as our existing joint ventures, may be unsuccessful and may have an adverse effect on our business

Risks Related to Human Capital

1. 45We rely on certain key personnel. The loss of any of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel in the future, could harm our business

Risks Relating to Intellectual Property

1. 46We may be exposed to intellectual property infringement or misappropriation claims by third parties, which could adversely affect our financial condition and results of operations
2. 47Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information
3. 48Due to the location of our operations, we are vulnerable to natural disasters and other events, which may seriously disrupt our operations
4. 49Strained relations between the PRC and Taiwan could negatively affect our business and the market price of our common stock
5. 50If the U.S. dollar or other currencies in which our sales, raw materials, component purchases and capital expenditures are denominated fluctuate significantly against the New Taiwan, or NT, dollar and other currencies, our profitability may be seriously affected
6. 51The PRC government’s control of currency conversion and changes in the exchange rate between the Renminbi and other currencies could negatively affect our financial condition and our ability to pay dividends
7. 52Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences