Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in full as follows: The Reporting Person entered into the Amended Loan Agreement with the Issuer as reported herein solely for investment purposes and to increase the Issuer's stockholder's equity by accepting equity in partial cancellation of the Amended Loan Agreement balance. The following describes plans or proposals that the Reporting Person may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer: On January 8, 2019, the Issuer entered into the Loan Agreement with the Reporting Person, with an aggregate amount of $1.7 million and an annual interest rate of 8%. On February 9, 2024, the Issuer repaid $800,000 of loan principal by issuing 629,921 shares of Common Stock to the Reporting Person, based on the closing price of $1.27 per share on February 8, 2024. On February 28, 2025, the Issuer delivered a payment notice indicating its intent to prepay $400,000 of loan principal by delivering 240,963 shares of Common Stock to the Reporting Person, based on the closing price of $1.66 per share on February 27, 2025. The foregoing description of the Amended Loan Agreement is qualified in its entirety by reference to the Loan Agreement, as amended, dated January 8, 2019, between SemiLEDs Corporation and Trung Doan (incorporated by reference from Exhibit 1.1 to the Company's Schedule 13 D/A filed on February 20, 2024.) hereto and incorporated by reference into this Item 4. Except as described in this Item 4, the Reporting Person does not have, as of the date of this Amendment No. 5 to Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Person may change his plans or proposals in the future. In determining from time to time whether to accept equity of the Issuer in lieu of cash repayments under the Amended Loan Agreement or sell or purchase the Issuer's Common Stock reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Person will take into consideration such factors as he deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of his holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4.