UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 78, 2026

________________________

AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

California	000-22893	94-2424084
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification 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)

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 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On April 78, 2026, ~~Aehr~~AEHR Test Systems, a(the ~~California~~“Company”) ~~corporation~~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”), ~~issued~~in aconnection ~~press~~with ~~release~~the ~~announcing~~offer and sale of up to $60,000,000 of shares of the Company’s ~~financial~~common ~~results~~stock, ~~for~~par ~~its~~value ~~third~~$0.01 ~~quarter~~per ~~ended~~share ~~February~~(“ATM ~~27, 2026~~Shares”). A ~~copy~~The ofATM Shares to be offered and sold under the ~~press~~Equity ~~release~~Distribution isAgreement ~~furnished~~will ~~herewith~~be asissued ~~Exhibit~~and ~~99.1~~sold pursuant to ~~this~~a ~~Current~~registration ~~Report~~statement on Form 8S-K3 ~~and~~(File isNo. ~~incorporated~~333-282661), dated October 15, 2024 that was declared effective by ~~reference~~the ~~herein~~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”).

~~The~~Subject ~~information~~to inthe ~~this~~terms ~~Item 2.02~~ and ~~Exhibit~~conditions ~~99.1~~of ~~are~~the ~~furnished~~Equity ~~and~~Distribution ~~shall~~Agreement, ~~not~~the beAgents ~~deemed~~will ~~“filed”~~use ~~for~~commercially ~~purposes~~reasonable ofefforts, ~~Section~~consistent 18with oftheir ~~the~~normal ~~Securities~~trading ~~Act~~and ofsales ~~1934,~~practices asand ~~amended~~applicable ~~(the~~state ~~“Exchange~~and ~~Act”)~~federal law, orrules ~~otherwise~~and ~~subject~~regulations toand the ~~liabilities~~rules of ~~that~~the ~~Section~~Nasdaq orStock ~~Sections~~Market, 11LLC ~~and 12~~(a“Nasdaq”)~~(2) of the Securities Act of 1933~~, asto ~~amended.~~sell ~~The~~ATM ~~information~~Shares infrom ~~this~~time ~~Item~~to ~~2.02~~time ~~and~~based ~~Exhibit~~upon ~~99.1~~the ~~shall~~Company’s ~~not~~instructions, beincluding ~~incorporated by reference in~~ any ~~filing under the Securities Act of 1933~~price, astime ~~amended,~~ or ~~the~~size ~~Exchange~~limits ~~Act,~~or ~~except~~other ascustomary ~~shall~~parameters beor ~~expressly~~conditions ~~set~~the ~~forth~~Company bymay ~~specific reference in such filing~~impose.

~~Item~~The ~~5.03~~Company ~~Amendments~~is not obligated to ~~Articles~~make any sales of ~~Incorporation~~ATM Shares, and the Agents are not required to sell any specific number or ~~Bylaws;~~dollar ~~Change~~amount inof ~~Fiscal~~shares ~~Year~~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.

OnUnder ~~April~~the 2,Equity ~~2026~~Distribution Agreement, the ~~Board~~Agents ofmay ~~Directors~~sell ofATM ~~the~~Shares ~~Company~~by ~~approved~~any amethod ~~change~~permitted inby ~~the~~law ~~Company’s~~deemed ~~fiscal~~to ~~year~~be ~~end~~an ~~from~~“at the ~~52-~~market oroffering” ~~53-week~~as ~~period~~defined ~~ending~~in onRule ~~the~~415(a)(4) ~~Friday~~of ~~nearest May 31 to~~ the ~~52-~~Securities orAct ~~53-week~~of ~~period~~1933, ~~ending~~as onamended (the ~~Friday~~“Securities ~~nearest~~Act”), ~~June~~and ~~30.~~the ~~The~~rules ~~change~~and ~~will~~regulations bethereunder, ~~effective~~including, ~~beginning~~without ~~in fiscal year 2027~~limitation, ~~which~~sales ~~will~~made ~~begin~~directly on ~~June~~or 27through Nasdaq, ~~2026 and end~~ on ~~June~~or ~~25,~~through ~~2027~~any ~~(the~~other ~~“New~~existing ~~Fiscal~~trading ~~Year”).~~market Asfor ~~a result of~~ the ~~change, the~~ Company’s ~~will~~shares ~~have~~of acommon ~~28-day~~stock ~~transition~~or ~~period~~to ~~beginning~~or onthrough ~~May~~a ~~30,~~market ~~2026,~~maker. ~~and~~If ~~ending~~expressly onauthorized ~~June~~by ~~26, 2026 (~~the ~~“Transition Period”). The~~ Company, ~~will report~~ the ~~financial~~Agents ~~results~~may ofalso ~~the~~sell ~~Transition~~ATM ~~Period~~Shares in ~~its~~privately ~~Quarterly~~negotiated ~~Report~~transactions. onThe ~~Form~~Company ~~10-Q~~agreed ~~for~~to pay the ~~first~~Agents ~~quarter~~a ~~ending~~commission ~~September 25, 2026~~ of ~~the~~up ~~New~~to ~~Fiscal Year~~3.0% ~~Consistent~~of ~~with~~the ~~guidance~~gross proceeds from the ~~U.S.~~sales ~~Securities~~of ~~and~~ATM ~~Exchange~~Shares ~~Commission,~~pursuant noto ~~separate transition report is required in connection with~~ the ~~change~~Equity inDistribution ~~the Company’s fiscal year end~~Agreement.

~~Item~~The 9Equity 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.01 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. ~~Financial~~Rather, ~~Statements~~investors and ~~Exhibits~~the public should look to other disclosures contained in the Company’s filings with the Commission.

~~(d) Exhibits~~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.

Exhibit No.		Description
99.1		Press Release dated April 7, 2026, announcing the Company’s fiscal 2026 third quarter financial results
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

2Item 9.01. Financial Statements and Exhibits

~~SIGNATURES~~(d) Exhibits.

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.

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).

	AEHR TEST SYSTEMS
Date: April 7, 2026	By:	/s/ Chris P. Siu
		Chris P. Siu
		Executive Vice President of Finance and
		Chief Financial Officer

3SIGNATURES

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

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