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AEHR > SEC Filings for AEHR > Form 8-K on 20-Mar-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit

ITEM 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 of this Current Report on Form 8-K that relates to the entry into material definitive agreements is incorporated by reference into this Item 1.01.

ITEM 3.02. Unregistered Sales of Equity Securities.

On March 15, 2013, Aehr Test Systems (the "Company") agreed to issue 1,158,000 shares of its common stock (the "Shares") pursuant to a Common Stock Purchase Agreement by and among the Company and the Investors (as defined therein) (the "Agreement"). The purchase price per share of the common stock sold in the private placement was $1.00, resulting in gross proceeds to the Company of $1,158,000, before offering expenses. The closing of the private placement took place on March 15, 2013, and no placement agent was used in connection with the transaction.

The Shares were offered and sold in the private placement to certain accredited investors without registration under the Securities Act, or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Pursuant to the Agreement, the Company agreed to provide the Investors with the right to include the shares of common stock purchased under the Agreement in any future registration statement filed by the Company, as more fully described in the Agreement.

The foregoing is not a complete summary of the terms of the offering or the Agreement described in this Item 3.02, and reference is made to the complete text of the Agreement attached hereto as Exhibit 10.1.

ITEM 9.01. Financial Statements and Exhibits.

        (d)  Exhibits.

             Exhibit No.    Description
             -----------    -----------
             10.1           Common Stock Purchase Agreement by and among the
                            Company and the Investors (defined therein), dated
                            as of March 15, 2013.

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