Aehr Test Systems Announces Equity Distribution Agreement for Up to \$60 Million in Common Stock

Fremont, CA, April 8, 2026 — Aehr Test Systems (NASDAQ: AEHR), a leading provider of test systems for the semiconductor industry, has entered into an Equity Distribution Agreement (“Agreement”) that allows the company to offer and sell shares of its common stock, par value \$0.01 per share, with an aggregate offering price of up to \$60,000,000. This arrangement is being made through William Blair & Company, L.L.C., who will act as the sales agent or principal in connection with the offering.

Key Details of the Equity Distribution Agreement

• Maximum Offering: Up to \$60 million of Aehr Test Systems common stock may be sold from time to time, depending on market conditions and the Company’s capital needs.
• At-the-Market Offering: Shares may be sold in “at-the-market” transactions on the NASDAQ Capital Market or other methods agreed with the sales agent.
• Use of Proceeds: Net proceeds from this offering are expected to be used for general corporate purposes, which may include working capital, capital expenditures, funding possible acquisitions, and repurchasing or redeeming securities.
• Compliance and Conditions: The sales of shares under this Agreement are subject to the Company’s compliance with its representations, warranties, and covenants, as well as satisfaction of specified conditions, including ongoing due diligence and legal opinions.
• Flexibility in Issuance: The Company is not obligated to sell any minimum amount of shares and can suspend or terminate offers at any time.

Potential Implications for Shareholders

• Dilution Risk: Issuing up to \$60 million in new shares could dilute existing shareholders’ equity, potentially affecting the stock’s price, especially if substantial shares are issued in a short period.
• Funds for Growth: The ability to raise capital provides Aehr Test Systems with flexibility to pursue strategic initiatives, invest in growth opportunities, or strengthen its balance sheet.
• Market Sensitivity: The timing, size, and method of these sales may impact the company’s share price, depending on market demand, trading volumes, and investor perceptions regarding the use of proceeds.
• No Immediate Sale Required: The company has the option, but not the obligation, to sell shares, and sales will only occur when the company is not in possession of material non-public information, adhering to fair disclosure and compliance standards.
• Legal and Regulatory Compliance: The agreement has built-in requirements for compliance with SEC regulations, NASDAQ listing rules, and ongoing disclosure obligations, ensuring transparency to investors.

Material Terms and Conditions

• Representations and Warranties: Aehr Test Systems has provided extensive representations regarding its legal standing, financial disclosures, compliance with applicable laws, absence of material adverse changes, and other customary matters.
• No Preemptive Rights: The newly issued shares are not subject to preemptive rights, meaning existing shareholders will not have the automatic right to purchase new shares before the public offering.
• Indemnification Provisions: Both Aehr and the sales agent have agreed to indemnify each other against certain liabilities arising from misleading statements or omissions in the offering documents, subject to customary exceptions.
• Due Diligence and Reporting: The agreement establishes protocols for ongoing due diligence, periodic reporting to the sales agent, and regular certification of compliance and disclosure accuracy.
• Termination and Suspension: Either party may terminate the agreement, and sales may be suspended at any time. No sales will be conducted if the company is in possession of material non-public information.

Disclosures and Regulatory Requirements

• SEC Filing: A copy of the Equity Distribution Agreement has been filed as Exhibit 1.1 to the company’s Form 8-K and is incorporated by reference in the public record.
• Prospectus Supplement: The company has filed a prospectus supplement under its effective shelf registration statement on Form S-3, providing additional details to investors.
• Not an Offer in All Jurisdictions: The offer and sale of these securities will not occur in any state or jurisdiction where such activity would be unlawful prior to registration or qualification under applicable securities laws.
• No Immediate Dilution: While the agreement allows up to \$60 million in shares to be issued, actual dilution and use of proceeds will depend on the timing and extent of sales, which are not fixed.

Important Considerations for Investors

• Investors should closely monitor Aehr Test Systems’ SEC filings and future disclosures related to this offering, as the actual amount and timing of share issuance could significantly influence the company’s capital structure and share price.
• The ability to raise capital in the public markets gives Aehr Test Systems strategic flexibility, but also introduces dilution risk and potential volatility in share price, especially if large blocks are sold or if market conditions change.
• Management is required to ensure that no insider information is being withheld during periods of share issuance, supporting fair and orderly markets.

Conclusion

This Equity Distribution Agreement is a significant development for Aehr Test Systems, providing a mechanism to raise up to \$60 million in additional capital. The flexibility and scale of this arrangement could support the company’s growth plans, but existing shareholders should be aware of the potential for dilution and market volatility as shares are issued. Investors are advised to stay informed through company filings and monitor ongoing developments.

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Investors should read the company’s official filings and consult their financial advisors before making any investment decisions. The information presented is based on the company’s public filings as of the date of this article and may be subject to updates or changes.

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