ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 26, 2012, the Nasdaq Stock Market ("NASDAQ") notified Aehr Test Systems (the "Company"), that it no longer complies with Rule 5550(a)(2)(the "Minimum Bid Price Rule"), as the bid price of the Company's shares closed below the minimum $1.00 per share for the 30 consecutive business days prior to the date of the letter. In accordance with Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until June 24, 2013, to regain compliance with the Minimum Bid Price Rule. The Company may regain compliance with the Minimum Bid Price Rule if the bid price of the Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days at any time before June 24, 2013.

If compliance with the Minimum Bid Price Rule cannot be demonstrated by June 24, 2013 and, except for the bid price requirement, the Company meets all other initial listing standards for The Nasdaq Capital Market set forth in Marketplace Rule 5505, then the Company may be granted an additional 180 calendar day period in which to demonstrate compliance with the Minimum Bid Price Rule. If the Company does not regain compliance with the Minimum Bid Price Rule prior to June 24, 2013 and is not eligible for the additional compliance period, then NASDAQ will notify the Company that the Common Stock will be delisted. At that time, the Company may appeal NASDAQ's determination to delist the Common Stock.