September 3, 2021
California : registration statement. If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ Large accelerated filer☐ Title of Each Class of Securities to be Registered Amount To Be Registered(1) Proposed Offering Price per Unit or Share(1)(2) Proposed Offering Price(1)(2) Amount of Registration Fee(3) Common Stock, $0.01 par value per share — — — — Preferred Stock, $0.01 par value per share — — — — Depositary Shares — — — — Warrants — — — — Debt Securities — — — — Subscription Rights — — — — Units(4) — — — — Total Offering(5) $30,000,000 — $30,000,000 $3,477 ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or value. Options Exchange rights). The applicable fraction will be specified in a prospectus supplement. The shares of preferred stock The depositary, however, will distribute only such amount as can be distributed without attributing to any depositary share a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary receipts then outstanding. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares. Holders of preferred stock thus withdrawn will not thereafter be entitled to deposit therefor. fractional shares of preferred stock as are represented by the depositary shares evidenced by such depositary receipts together with any other property held by such depositary with respect to such depositary receipts. In addition, the deposit agreement will automatically terminate if (a) all outstanding depositary shares thereunder shall have been redeemed, (b) there shall have been a final distribution in respect of the related preferred stock in connection with any liquidation, dissolution or winding-up of AEHR and such distribution shall have been distributed to the holders of depositary receipts evidencing the depositary shares representing such preferred stock or (c) each share of the related preferred stock shall have been converted into stock of AEHR not so represented by depositary shares. with the initial deposit of the preferred stock and initial issuance of the depositary shares, and redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other may refuse to transfer depositary shares, may withhold dividends and distributions and sell the depositary shares evidenced by such depositary receipt if such charges are not paid. The applicable prospectus supplement will include information with respect to fees and charges, if any, in connection with the deposit or substitution of the underlying securities, the receipt and distribution of dividends, the sale or exercise of rights, the withdrawal of the underlying security, and the transferring, splitting or grouping of receipts. The applicable prospectus supplement will also include information with respect to the right to collect the fees and charges, if any, against dividends received and deposited securities. The applicable prospectus supplement will include information about the rights, if any, of holders of receipts to inspect the transfer books of the depositary and the list of holders of receipts. on written advice of counsel or accountants, on information provided by holders of the depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties. DESCRIPTION OF ● the price, if any, for the subscription rights; ● ● the number of subscription rights to be issued to each stockholder; ● ● the extent to which the subscription rights are transferable; ● ● ● ● omnibus proxy. We Such applicable prospectus supplement. INFORMATION Item 14. Securities and Exchange Commission registration fee FINRA filing fee Accounting fees and expenses Legal fees and expenses Printing and engraving costs Transfer agent fees and expenses Miscellaneous Total offered and the number of issuances and accordingly cannot be estimated at this time. This power of attorney shall be governed by and construed with the laws of the State of California and applicable federal securities laws. Signature Title Date President, Chief Executive Officer and Director Vice President of Finance and Chief Financial Officer Chairman Director Director________________FORMUnder________________ AEHR TEST SYSTEMS94-2424084 94-2424084CACalifornia 94539CACalifornia 94539Name, address,Address, including zip code, and telephone number, including area code, of agent for service)to:toKenneth B. SpinkChief Financial Officer andVice President of FinanceAehr Test Systems400 Kato TerraceFremont, CA 94539(510) 623-9400Mark L. ReinstraBradley L. KondrackiWilson Sonsini Goodrich & Rosati, P.C.Professional Corporation650 Page Mill RoadPalo Alto, CA 94304(650) 493-9300Approximate date of commencement of proposed sale to the public:Jack Sheridan, Esq.Registration Statement. please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐uponon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.Accelerated filer ☐ Accelerated filer ☐Non-accelerated filer☒ Smaller reporting company☒ Non-accelerated filer ☐ (Do not check if smaller reporting company) Smaller reporting company ☒
Maximum
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AggregateTitle of each class of securities to be registered Common Stock, $0.01 par value per share (1)(2) Preferred Stock, $0.01 par value per share (1)(2) Debt Securities (1) Depositary Shares (1) Warrants (1) Subscription Rights (1) Units (1) Total $75,000,000(3) $8,183(4) (1)Pursuant(1) An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities. (2) Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan. (3) Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of common stock that are issued upon conversion of debt securities, depositary shares or preferred stock or upon exercise of common stock warrants registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $75,000,000. (4) The registration fee has been calculated in accordance with Rule 457(i)457(o) under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include such indeterminate (a) number of shares of common stock, (b) number of shares of preferred stock, (c) number of depository shares, (d) debt securities, (e) warrants to purchase common stock, preferred stock or debt securities of the Registrant, (f) subscription rights to purchase common stock, preferred stock or debt securities of the Registrant, and (g) units, consisting of some or all of these securities, as may be sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There are also being registered hereunder an indeterminate number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant toamended. exceed $30,000,000. Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.(2)The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.(3)Calculated pursuant to Rule 457(o) under the Securities Act.(4)Consisting of some or all of the securities listed above, in any combination, including common stock, preferred stock, debt securities, warrants and subscription rights.(5)Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.The proposed maximum offering price per unit will be determined by us in connection with the issuance of the securities. In no event will the aggregate offering price of all securities issued by the Registrant from time to time pursuant to this Registration Statement exceed $30,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statementthe registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.WeThese securities may not sell the securitiesbe sold until the Registration Statementregistration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not solicitingnor does it seek an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 17, 2017PROSPECTUS 
$30,000,000By this prospectus,Aehr Test Systems may offer, from time to time:● Common stock● Preferred stock● Depositary shares● Warrants● Debt securities● Subscription Rights● Unitsseries or issuancesofferings. This prospectus provides you with a general description of the securities.on terms thatsell securities, we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $30,000,000.We will provide specific terms of any offering infile a supplement to this prospectus. Any prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus.prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement as well asbefore you invest in any of our securities.documents incorporated or deemed to be incorporated by referencesecurities described in this prospectus before you purchaseand any of the securities offered hereby.These securities may be offered and sold in the same offering or in separate offerings;prospectus supplement to or through one or more underwriters, dealers and agents;agents, or directly to purchasers. The namespurchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of ourany of the securities, their compensationnames and any over-allotment options held byapplicable purchase price, fee, commission or discount arrangement between or among them will be describedset forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the section titledsections of this prospectus entitled “About this Prospectus” and “Plan of Distribution.Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.The NASDAQthe Nasdaq Capital Market under the symbol “AEHR.” We will provide information in any applicable prospectus supplement regarding any listing of securities other than sharesOn September 2, 2021, the last reported sale price of our common stock on any securities exchange.As of February 28, 2017, the aggregate market value of our outstanding common stock held by non-affiliatesNasdaq Capital Market was approximately $70,312,652, which was calculated based on 13,418,445 shares of outstanding common stock held by non-affiliates and on a price$7.53 per share of $5.24. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities in a public primary offering pursuant to this registration statement with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period as long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates is less than $75 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3._______________INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEW CAREFULLY THE “RISK FACTORS” ON PAGE4 OF THIS PROSPECTUS, AS WELL AS IN THE APPLICABLE PROSPECTUS SUPPLEMENT, ANY RELATED FREE WRITING PROSPECTUS AND OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSEPCTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENTBEFORE INVESTING IN OUR SECURITIES._______________determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense._______________2017Table of ContentsTABLE OF CONTENTSPageAbout This Prospectus1Prospectus Summary 2Risk Factors 4Forward-Looking Statements 4Use of Proceeds 5Description of Capital Stock 6Description of the Depositary Shares 8Description of the Warrants 11Description of the Debt Securities 14Description of Subscription Rights 26Description of Units 27Plan of Distribution 28Legal Matters 31Experts 31Where You Can Find More Information 31Information Incorporated by Reference 32-i-on Form S-3 that we filed with the United StatesU.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under thisBy using a shelf process,registration statement, we may sell securities from time to time sell any combination of the securities described in this prospectusand in one or more offerings up to a total dollar amount of $30,000,000.This prospectus provides you with a general description of the securities we may offer.$75,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that will containcontains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, to, update or change information contained in thethis prospectus and, accordingly,with respect to that offering. If there is any inconsistency between the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement.The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the initial public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities.You should only rely on the information contained or incorporated by reference in this prospectus and anyapplicable prospectus supplement or free writing prospectus, relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer torely on the registration statement, including its exhibits.You should read the entire prospectus and any prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”anyand the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any relatedapplicable free writing prospectus oris accurate only as of the date of that free writing prospectus, and that any documentinformation incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities.document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that date.-1-Prospectus SummaryThis summary description about usare based on independent industry publications and our business highlights selectedother publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information contained elsewhereand we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or incorporatedany applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, by reference. This summary does not contain all of the information you should consider before buying securities in this offering. You should carefully read this entireapplicable prospectus supplement and any applicable free writing prospectus, supplement, including each of theand under similar headings in other documents incorporated herein or therein by reference, before making an investment decision.Unless the context otherwise requires, the terms “Aehr Test,” “the Company,” “we,” “us” and “our” in this prospectus refer toAehr Test Systems, and its subsidiaries.Aehr Test SystemsOverviewWe develop, manufacture and sell systems whichthat are designed to reduce the cost of testing and to perform reliability screening, or burn-in, of complex logic, memory devices, sensors and optical devices. These systems can be used to simultaneously perform parallel testing and burn-in of packaged integrated circuits, or ICs, singulated bare die or ICs still in wafer form. Increased quality and reliability needs of the mobility, automotive, photonics and flash memory integrated circuit markets are driving additional testing requirements, capacity needs and opportunities for our products in package and wafer level testing. Leveraging our expertise as a long-time leading provider of burn-in equipment, with over 2,500 systems shipped worldwide, we have developed and introduced several innovative product families, including the FOX and ABTS systems, the WaferPak cartridge and the DiePak carrier. The FOX systems are full wafer contact parallel test and burn-in systems designed to make contact with all pads of a wafer simultaneously, thus enabling full wafer parallel test and burn-in. The latest ABTS family of packaged part burn-in and test systems can perform test during burn-in of complex devices, such as digital signal processors, microprocessors, microcontrollers and systems-on-a-chip, and offers individual temperature control for high-power advanced logic devices. The WaferPak cartridge includes innovative contact technology for use in testing wafers and chip size packages in FOX systems. The DiePak carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of singulated bare die.Corporate InformationWe were incorporated in the state of California on May 25, 1977. The mailing address and telephone number of our principal executive offices are 400 Kato Terrace, Fremont, CA 94539 and (510) 623-9400, respectively. Our website is www.aehr.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and youprospectus. Accordingly, investors should not consider informationplace undue reliance on our websitethis information.be part“AEHR,” “Aehr Test,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Aehr Test Systems and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of this prospectus.Our logothe applicable series of securities.other trade names,logo are some of our trademarks used in this prospectus. This prospectus also includes trademarks, tradenames and service marks appearing in this prospectus are our property. Other trade names, trademarks and service marks appearing in this prospectusthat are the property of their respective owners.other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® or ™ symbol,symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.Securities We May OfferSEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.govWe may offer up.$30,000,000be, a part of common stock, preferred stock, depositary shares, warrants, debt securities, subscription rightsthis prospectus.units in one or more offeringsany prospectus supplement are part of a registration statement that we filed with the SEC and in any combination.Common StockHolders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Our restated articles of incorporation do not provide for cumulative voting rights.Subject to preferences that may apply to any sharescontain all of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times andinformation in the amounts that our board of directorsregistration statement. The full registration statement may determine.If we become subject to a liquidation, dissolutionbe obtained from the SEC or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.-2-Preferred Stock and Depositary SharesOur board of directors has the authority, subject to limitations prescribed by California law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rightsus, as provided below. Forms of the shares of each seriesindenture and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders.We may also issue fractional shares of preferred stock that will be represented by depositary shares and depositary receipts.Each series of preferred stock, depositary shares or depositary receipts, if issued, will be more fully described in the particular prospectus supplement that will accompany this prospectus, including redemption provisions, rights in the event of our liquidation, dissolution or winding-up, voting rights and rights to convert into common stock. We have no present plans to issue any shares of preferred stock, depositary shares or depositary receipts nor are any shares of our preferred stock, depositary shares or depositary receipts presently outstanding.WarrantsWe may issue warrants for the purchase of common stock, preferred stock or debt securities. We may issue warrants independently or together with other securities.Debt SecuritiesWe may offer secured or unsecured obligations in the form of one or more series of senior or subordinated debt. The senior debt securities and the subordinated debt securities are together referred to in this prospectus as the “debt securities.” The subordinated debt securities generally will be entitled to payment only after payment of our senior debt. Senior debt generally includes all debt for money borrowed by us, except debt that is stated in the instrument governingdocuments establishing the terms of that debt tothe offered securities are or may be not senior to, or to have the same rank in right of payment as, or to be expressly junior to, the subordinated debt securities. We may issue debt securities that are convertible into shares of our common stock.The senior and subordinated debt securities will be issued under separate indentures between us and a trustee. We have summarized the general features of the debt securities to be governed by the indentures. These indentures have been filed as exhibits to the registration statement of whichor documents incorporated by reference in the registration statement. Statements in this prospectus forms a part. We encourage you to read these indentures. Instructions on how you can get copies ofor any prospectus supplement about these documents are providedsummaries and each statement is qualified in all respects by reference to the section titled “Wheredocument to which it refers. You Can Find More Information.”Subscription RightsWe may issue subscription rightsshould refer to purchase our common stock, preferred stock or debt securities. These subscription rights may be offered independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights in such offering.UnitsWe may issue units comprised of one oractual documents for a more complete description of the other classesrelevant matters. You may inspect a copy of securities issuedthe registration statement through the SEC’s website, as provided above.as describedto “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.combination. Each unit will be issued so thatsecurities offered pursuant to this prospectus and the holder of the unit is also the holder of each security included in the unit.-3-RISK FACTORSAn investment in our securities involves a high degree of risk. Theapplicable prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, youinvolves risks. You should carefully consider the specificrisk factors discussed in the section titled “Risk Factors” in the applicable prospectus supplement, together withincorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all of the other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under “Part I—Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2016,and “Part II—Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q, all of which are incorporated herein by reference, and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any applicable free writing prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.before acquiring any of such securities. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.FORWARD-LOOKING STATEMENTSThis prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and the negative and plural forms of these words and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and include statements regarding the intent, belief or current expectations of the Company and management that are subject to known and unknown risks, uncertainties and assumptions.This prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement also contain statements that are based on the current expectations of our Company and management. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.-4-offered by this prospectus for general corporate purposes, which may include working capital, capital expenditures, other corporate expenses and acquisitions of complementary products, technologies or businesses. However, we do not have any current plans, agreements or commitments for any specific acquisitions at this time. The timing and amount of our actual expenditures will be based on many factors, including, among others, cash flows from operations and the anticipated growth of our business. As a result, unless otherwise indicatedas set forth in the applicable prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings. Pending their ultimate use, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments. -5- summarizes the most important terms of our capital stock as set forthis not complete and may not contain all the information you should consider before investing in our restated articles of incorporationcapital stock. This description is summarized from, and amended and restated bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our restated articles of incorporation and amended and restated bylaws, copies of which have been filed with the SEC. For a complete description of our capital stock, you should referreference to, our restated articles of incorporation, and amended and restated bylaws thatwhich have been publicly filed with the SEC, and to the applicable provisions of California law. See “Where You Can Find More Information; Incorporation by Reference.”of of:value per share,value; andvalue per share.February 28, 2017,May 31, 2021, there were 16,753,89223,725,228 shares of common stock outstanding, held of record by 153122 stockholders. Our board of directors is authorized, without stockholder approval, to issue additional shares of our capital stock.-6-February 28, 2017,May 31, 2021 there were 3,156,7342,766,186 shares of our common stock issuable upon exercise of outstanding stock options, at a weighted-average exercise priceprices of $1.6022$2.16 per share.UnitsFebruary 28, 2017,May 31, 2021, there were 34,125132,076 shares of our common stock issuable upon vesting of outstanding restricted stock units.Agent and Registrartransfer agent and registrar for our common stock is ComputershareDepository Trust Company, N.A. The transfer agent and registrar’s address is Computershare Trust Company, N.A.or the Depositary, or a nominee of the Depositary (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), P.O. Box 43070, Providence, RI 02940-3070. Our shares of common stock areor a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.limited circumstances.Market ListingOur common stock is listedUnited States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred. (Section 8.3)NASDAQ Capital Marketindenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:symbol “AEHR.”-7- we may elect to offer fractionaldepositary shares of preferred stock, rather than full shares of preferred stock. If we do electEach depositary share will represent ownership of and entitlement to offer fractional sharesall rights and preferences of preferred stock, we will issue receipts for depositary shares and each of these depositary shares will represent a fraction of a share of a particular series of preferred stock as specified in the applicable prospectus supplement. Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. These rights may includespecified series (including dividend, voting, redemption and liquidation rights.underlyingrepresented by the depositary shares will be deposited with a bank or trust company selected by us to act as depositary named in the applicable prospectus supplement, under a deposit agreement by and among us, the depositary and the holders of the certificates evidencing depositary shares, or depositary receipts. Depositary receipts will be delivered to those persons purchasing depositary shares in the offering. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares.The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.isdoes not purport to be complete and is subject to, modificationand qualified in any prospectus supplement for any issuance of depositary shares. You should refer toits entirety by, the formsprovisions of the deposit agreement and our restated articles of incorporation and the certificate of designation that are, or will be, filed with the SEC for the applicable series of preferred stock. if any, received in respect of the series of preferred stock underlyingrepresented by the depositary shares to the record holders of depositary receipts in proportion to the number of depositary shares owned by thosesuch holders on the relevant record date. The relevant record date, for depositary shareswhich will be the same date as the record date fixed by us for the applicable series of preferred stock.that are entitled thereto, in proportion, as nearly as may be practicable, to receive the distribution,number of depositary shares owned by such holders on the relevant record date, unless the depositary determines (after consultation with us) that it is not feasible to make the distribution. If this occurs,such distribution, in which case the depositary withmay (with our approval, mayapproval) adopt anotherany other method for such distribution as it deems equitable and appropriate, including the sale of such property (at such place or places and upon such terms as it may deem equitable and appropriate) and distribution including selling the property and distributingof the net proceeds from such sale to thesuch holders.If a series of preferred stock underlying the depositary shares has a liquidation preference, inour voluntary or involuntarythe liquidation, dissolution or winding up of the affairs of AEHR, whether voluntary or involuntary, the holders of each depositary sharesshare will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock as set forth in the applicable prospectus supplement.athe series of preferred stock underlyingrepresented by the applicable series of depositary shares is subject to redemption, theredeemable, such depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of the preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing the shares of preferred stock so redeemed. The depositary will mail the notice of redemption to the record holders of the depositary receipts promptly upon receiving thereceipt of such notice from us and not fewerless than 20 or30 nor more than 60 days unless otherwise provided in the applicable prospectus supplement, prior to the date fixed for redemption of the preferred stock.-8-VotingVotingUponthesuch notice of meeting to the record holders of the depositary receipts underlyingas of the preferred stock.record date for such meeting. Each such record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amountnumber of shares of preferred stock underlying thatrepresented by such record holder’s depositary shares. The record date for the depositary will be the same dateendeavor, insofar as the record date for the preferred stock. The depositary will,practicable, to the extent practicable, vote thesuch preferred stock underlying therepresented by such depositary shares in accordance with these instructions. Wesuch instructions, and we will agree to take all action thatwhich may be deemed necessary by the depositary in order to enable the depositary to vote the preferred stock in accordance with these instructions.do so. The depositary will not voteabstain from voting any of the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.Owners of depositary shares will be entitled to receive uponunderlying theirand all money and other property, if any, represented by such depositary shares.thesuch shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.the Deposit Agreementdepositary and us.depositary. However, any amendment which materially and adversely alters the rights of the holders (other than any change in fees) of depositary shares other than fee changes, will not be effective unless thesuch amendment has been approved by at least a majority of the outstanding depositary shares. shares then outstanding. No such amendment may impair the right, subject to the terms of the deposit agreement, of any owner of any depositary shares to surrender the depositary receipt evidencing such depositary shares with instructions to the depositary to deliver to the holder of the preferred stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law.maywill be permitted to be terminated by us upon not less than 30 days prior written notice to the applicable depositary if a majority of each series of preferred stock affected by such termination consents to such termination, whereupon such depositary will be required to deliver or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or us only if:●all outstanding depositary shares have been redeemed; or●there has been a final distribution of the preferred stock in connection with our dissolution and such distribution has been made to all the holders of depositary shares.arrangement.arrangements. We will also pay charges of the depositary in connection with:●the initial deposit of the preferred stock;●the initial issuance of the depositary shares;●any redemption of the preferred stock; and●all withdrawals of preferred stock by owners of depositary shares.-9- specified charges as are provided in the deposit agreement to be for their accounts. If these charges have not been paid,In certain circumstances, the depositary may:●refuse to transfer depositary shares;●withhold dividends and distributions; and●sell the depositary shares evidenced by the depositary receipt.communications we deliverproxy soliciting material from us which are delivered to the depositary thatand which we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any notices, reports and communications we deliver toproxy soliciting material received from us which are received by the depositary as the holder of preferred stock.weAEHR assumes any obligation or will be subject to any liability under the deposit agreement to holders of depositary receipts other than for its negligence or willful misconduct. Neither the depositary nor AEHR will be liable if either the depositary or we areit is prevented or delayed by law or any circumstance beyond theits control of either the depositary or us in performing our respectiveits obligations under the deposit agreement. OurThe obligations of AEHR and the depositary’s obligationsdepositary under the deposit agreement will be limited to the performance in good faith of our or the depositary’s respectivetheir duties under the deposit agreement. Neither the depositary nor wethereunder, and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. TheAEHR and the depositary and we may rely on:●written advice of counsel or accountants;●information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information; and●documents believed to be genuine and to have been signed or presented by the proper party or parties.ato us notice of its election to us. Wedo so, and we may at any time remove the depositary, at any time. Any such resignation or removal willto take effect upon the appointment of a successor depositary and its acceptance of such appointment. TheSuch successor depositary must be appointed within 60 days after delivery of the notice for resignation or removal. The successor depositaryremoval and must be a bank andor trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.Federal Income Tax ConsequencesOwners of the depositary shares will be treated for U.S. federal income tax purposes as if they were owners of the preferred stock underlying the depositary shares. As a result, owners will be entitled to take into account for U.S. federal income tax purposes any deductions to which they would be entitled if they were holders of such preferred stock. No gain or loss will be recognized for U.S. federal income tax purposes upon the withdrawal of preferred stock in exchange for depositary shares. The tax basis of each share of preferred stock to an exchanging owner of depositary shares will, upon such exchange, be the same as the aggregate tax basis of the depositary shares exchanged. The holding period for preferred stock in the hands of an exchanging owner of depositary shares will include the period during which such person owned such depositary shares.-10-debt securities,common stock or preferred stock or common stock, or any combination thereof. Warrantsof debt securities. We may be issuedissue warrants independently or together with our debtother securities, preferred stock or common stock and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bankthe investors or trust company, asa warrant agent. The warrant agent will act solely as our agent in connection with the warrants. The warrant agent will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. Thisfollowing summary of certainmaterial provisions of the warrants is not complete. Forand warrant agreements are subject to, and qualified in their entirety by reference to, all the termsprovisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants you should refer to theoffered under a prospectus supplement formay differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that seriescontain the terms of the warrants.andwill be described in the warrant agreement for that particular series.Debt WarrantsThe prospectus supplement relating to a particular issuethe issue. Those terms may include:describe be separately transferable;debtwarrants;following:●the title of the debt warrants;●the offering price for the debt warrants, if any;●the aggregate number of the debt warrants;●the designation and terms of the debt securities, including any conversion rights, purchasable upon exercise of the debt warrants;●if applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable;●the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property;●the dates on which the right to exercise the debt warrants will commence and expire;●if applicable, the minimum or maximum amount of the debt warrants that may be exercised at any one time;●whether the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the debt warrants will be issued in registered or bearer form;●information with respect to book-entry procedures, if any; the currency or currency units in which the offering price, if any, and the exercise price are payable;●if applicable, a discussion of material U.S. federal income tax considerations;●the anti-dilution provisions of the debt warrants, if any;●the redemption or call provisions, if any, applicable to the debt warrants;●any provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control or similar event; and●any additional terms of the debt warrants, including procedures, and limitations relating to the exchange, exercise and settlement of the debt warrants.-11-Holders of equity warrants will not be entitled:Debtwill be exchangeablemay exchange them for new debt warrant certificates of different denominations. Debt warrants may be exerciseddenominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. PriorUntil any warrants to purchase debt securities are exercised, the exerciseholder of their debt warrants, holders of debtthe warrants will not have any of the rights of holders of the debt securities purchasablethat can be purchased upon exercise, and will not be entitled to payment of principal orincluding any premium, if any, or interest on the debt securities purchasable upon exercise.Equity WarrantsThe prospectus supplement relating to a particular series of warrants to purchase our common stock or preferred stock will describe the terms of the warrants, including the following:●the title of the warrants;●the offering price for the warrants, if any;●the aggregate number of warrants;●the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;●if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security;●if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;●the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;●the dates on which the right to exercise the warrants shall commence and expire;●if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;●the currency or currency units in which the offering price, if any, and the exercise price are payable;●if applicable, a discussion of material U.S. federal income tax considerations;●the anti-dilution provisions of the warrants, if any;●the redemption or call provisions, if any, applicable to the warrants;●any provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control or similar event; and●any additional terms of the warrants, including procedures, and limitations relating to the exchange, exercise and settlement of the warrants.-12-Holders of equity warrants will not be entitled:●to vote, consent or receive dividends;●receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or●exercise any rights as stockholders of us.This summary of certain provisions of the warrants is not complete. For the terms of a particular series of warrants, you should refer to the prospectus supplement for that series of warrants and the warrant agreement for that particular series.-13-DESCRIPTION OF THE DEBT SECURITIESThe debt securities may be either secured or unsecured and will either be our senior debt securities or our subordinated debt securities. The debt securities will be issued under one or more separate indentures between us and a trustee to be specified in an accompanying prospectus supplement. Senior debt securities will be issued under a senior indenture and subordinated debt securities will be issued under a subordinated indenture. Together, the senior indenture and the subordinated indenture are called indentures in this description. This prospectus, together with the applicable prospectus supplement, will describe the terms of a particular series of debt securities.The following is a summary of selected provisions and definitions of the indentures and debt securities to which any prospectus supplement may relate. The summary of selected provisions of the indentures and the debt securities appearing below is not complete and is subject to, and qualified entirely by reference to, all of the provisions of the applicable indenture and certificates evidencing the applicable debt securities. For additional information, you should look at the applicable indenture and the certificate evidencing the applicable debt security that is filed as an exhibit to the registration statement that includes the prospectus. In this description of the debt securities, the words “we,” “us,” or “our” refer only to Aehr Test Systems and not to any of our subsidiaries, unless we expressly state or the context otherwise requires.The following description sets forth selected general terms and provisions of the applicable indenture and debt securities to which any prospectus supplement may relate. Other specific terms of the applicable indenture and debt securities will be described in the applicable prospectus supplement. If any particular terms of the indenture or debt securities described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.GeneralDebt securities may be issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series.We are not limited as to the amount of debt securities we may issue under the indentures. Unless otherwise provided in a prospectus supplement, a series of debt securities may be reopened to issue additional debt securities of such series.The prospectus supplement relating to a particular series of debt securities will set forth:●whether the debt securities are senior or subordinated;●the offering price;●the title;●any limit on the aggregate principal amount;●the person who shall be entitled to receive interest, if other than the record holder on the record date;●the date or dates the principal will be payable;●the interest rate or rates, which may be fixed or variable, if any, the date from which interest will accrue, the interest payment dates and the regular record dates, or the method for calculating the dates and rates;●the place where payments may be made;-14-●any mandatory or optional redemption provisions or sinking fund provisions and any applicable redemption or purchase prices associated with these provisions;●if issued other than in denominations of U.S. $1,000 or any multiple of U.S. $1,000, the denominations in which the debt securities shall be issuable;●if applicable, the method for determining how the principal, premium, if any, or interest will be calculated by reference to an index or formula;●if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable and whether we or a holder may elect payment to be made in a different currency;●the portion of the principal amount that will be payable upon acceleration of maturity, if other than the entire principal amount;●if the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, the amount or method for determining the amount which will be deemed to be the principal amount;●if applicable, whether the debt securities shall be subject to the defeasance provisions described below under “Satisfaction and discharge; defeasance” or such other defeasance provisions specified in the applicable prospectus supplement for the debt securities;●any conversion or exchange provisions;●whether the debt securities will be issuable in the form of a global security;●the deletion, addition or change in any event of default;●any change or modification to the subordination provisions applicable to the subordinated debt securities if different from those described below under “Subordinated debt securities;”●any deletion, addition or change in the covenants set forth in Article 10 of the indenture;●any paying agents, authenticating agents, security registrars or other agents for the debt securities, if other than the trustee;●any provisions relating to any security provided for the debt securities, including any provisions regarding the circumstances under which collateral may be released or substituted;●any provisions relating to guaranties for the securities and any circumstances under which there may be additional obligors;●any provisions granting special rights to holders when a specified event occurs;●any special tax provisions that apply to the debt securities;●with respect to the debt securities that do not bear interest, the dates for certain required reports to the applicable trustee;●any and all additional, eliminated or changed terms that will apply to the debt securities; and●any other terms of such debt securities.-15-Unless otherwise specified in the prospectus supplement, the debt securities will be registered debt securities. Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at time of issuance is below market rates. The U.S. federal income tax considerations applicable to debt securities sold at a discount will be described in the applicable prospectus supplement.Exchange and TransferDebt securities may be transferred or exchanged at the office of the security registrar or at the office of any transfer agent designated by us.We will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated with any transfer or exchange.In the event of any partial redemption of debt securities of any series, we will not be required to:●issue, register the transfer of, or exchange, any debt security of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption and ending at the close of business on the day of the mailing; or●register the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part.We will appoint the trustee as the initial security registrar. Any transfer agent, in addition to the security registrar initially designated by us, will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.Global SecuritiesThe debt securities of any series may be represented, in whole or in part, by one or more global securities. Each global security will:●be registered in the name of a depositary, or its nominee, that we will identify in a prospectus supplement;●be deposited with the depositary or nominee or custodian; and●bear any required legends.No global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee unless:●the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary;●an event of default is continuing with respect to the debt securities of the applicable series; or●any other circumstance described in a prospectus supplement has occurred permitting or requiring the issuance of any such security.-16-As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the debt securities represented by the global security for all purposes under the indentures. Except in the above limited circumstances, owners of beneficial interests in a global security will not be:●entitled to have the debt securities registered in their names;●entitled to physical delivery of certificated debt securities; or●considered to be holders of those debt securities under the indenture.Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.Institutions that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants.Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’ interests, or any participant, with respect to interests of persons held by participants on their behalf.Payments, transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary. The depositary policies and procedures may change from time to time. Neither any trustee nor we will have any responsibility or liability for the depositary’s or any participant’s records with respect to beneficial interests in a global security.Payment and Paying AgentsUnless otherwise indicated in a prospectus supplement, the provisions described in this paragraph will apply to the debt securities. Payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date. Payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to the record holder. The trustee will be designated as our initial paying agent.We may also name any other paying agents in a prospectus supplement. We may designate additional paying agents, change paying agents or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.All moneys paid by us to a paying agent for payment on any debt security that remain unclaimed for a period ending the earlier of:●10 business days prior to the date the money would be turned over to the applicable state; or●at the end of two years after such payment was due, will be repaid to us thereafter. The holder may look only to us for such payment.-17-No Protection in the Event of a Change of ControlUnless otherwise indicated in a prospectus supplement with respect to a particular series of debt securities, the debt securities will not contain any provisions that may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction, whether or not such transaction results in a change in control.CovenantsUnless otherwise indicated in a prospectus supplement with respect to a particular series of debt securities, the debt securities will not contain any financial or restrictive covenants.Consolidation, Merger and Sale of AssetsUnless we indicate otherwise in a prospectus supplement with respect to a particular series of debt securities, we may not consolidate with or merge into any other person (other than one of our subsidiaries), in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person (other than a subsidiary of Aehr Test Systems), unless:●the successor entity, if any, is a U.S. corporation, limited liability company, partnership, trust or other business entity;●the successor entity assumes our obligations on the debt securities and under the indentures;●immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and●certain other conditions specified in the indenture are met.Events of DefaultUnless we indicate otherwise in a prospectus supplement, the following will be events of default for any series of debt securities under the indentures:(1)we fail to pay principal of or any premium on any debt security of that series when due;(2)we fail to pay any interest on any debt security of that series for 30 days after it becomes due;(3)we fail to deposit any sinking fund payment when due;(4)we fail to perform any other covenant in the indenture and such failure continues for 90 days after we are given the notice required in the indentures; and(5)certain events involving our bankruptcy, insolvency or reorganization.Additional or different events of default applicable to a series of debt securities may be described in a prospectus supplement. An event of default of one series of debt securities is not necessarily an event of default for any other series of debt securities.The trustee may withhold notice to the holders of any default, except defaults in the payment of principal, premium, if any, interest, any sinking fund installment on, or with respect to any conversion right of, the debt securities of such series. However, the trustee must consider it to be in the interest of the holders of the debt securities of such series to withhold this notice.-18-Unless we indicate otherwise in a prospectus supplement, if an event of default, other than an event of default described in clause (5) above, shall occur and be continuing with respect to any series of debt securities, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series may declare the principal amount and premium, if any, of the debt securities of that series, or if any debt securities of that series are original issue discount securities, such other amount as may be specified in the applicable prospectus supplement, in each case together with accrued and unpaid interest, if any, thereon, to be due and payable immediately.Unless we indicate otherwise in a prospectus supplement, if an event of default described in clause (5) above shall occur, the principal amount and premium, if any, of all the debt securities of that series, or if any debt securities of that series are original issue discount securities, such other amount as may be specified in the applicable prospectus supplement, in each case together with accrued and unpaid interest, if any, thereon, will automatically become immediately due and payable. Any payment by us on the subordinated debt securities following any such acceleration will be subject to the subordination provisions described below under “Subordinated debt securities.”Notwithstanding the foregoing, each indenture will provide that we may, at our option, elect that the sole remedy for an event of default relating to our failure to comply with our obligations described under the section entitled “Reports” below or our failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act will for the first 360 days after the occurrence of such an event of default consist exclusively of the right to receive additional interest on the relevant series of debt securities at an annual rate equal to (i) 0.25% of the principal amount of such series of debt securities for the first 180 days after the occurrence of such event of default and (ii) 0.50% of the principal amount of such series of debt securities from the 181st day to, and including, the 360th day after the occurrence of such event of default, which we call “additional interest.” If we so elect, the additional interest will accrue on all outstanding debt securities from and including the date on which such event of default first occurs until such violation is cured or waived and shall be payable on each relevant interest payment date to holders of record on the regular record date immediately preceding the interest payment date. On the 361st day after such event of default (if such violation is not cured or waived prior to such 361st day), the debt securities will be subject to acceleration as provided above. In the event we do not elect to pay additional interest upon any such event of default in accordance with this paragraph, the debt securities will be subject to acceleration as provided above.In order to elect to pay the additional interest as the sole remedy during the first 360 days after the occurrence of any event of default relating to the failure to comply with the reporting obligations in accordance with the preceding paragraph, we must notify all holders of debt securities and the trustee and paying agent of such election prior to the close of business on the first business day following the date on which such event of default occurs. Upon our failure to timely give such notice or pay the additional interest, the debt securities will be immediately subject to acceleration as provided above.After acceleration, the holders of a majority in aggregate principal amount of the outstanding securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, or other specified amounts or interest, have been cured or waived.Other than the duty to act with the required care during an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders unless the holders shall have offered to the trustee reasonable indemnity. Generally, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.-19-A holder of debt securities of any series will not have any right to institute any proceeding under the indentures, or for the appointment of a receiver or a trustee, or for any other remedy under the indentures, unless:(1)the holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities of that series;(2)the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request and have offered reasonable indemnity to the trustee to institute the proceeding; and(3)the trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series within 60 days after the original request.Holders may, however, sue to enforce the paymentpayments of principal, premium or interest on anythe underlying debt security on or after the due datesecurities or to enforce the right, if any, to convert any debt security (if the debt security is convertible) without following the procedures listed in (1) through (3) above.We will furnish the trustee an annual statement from our officers as to whether or not we are in defaultcovenants in the performance of the conditions and covenants under the indenture and, if so, specifying all known defaults.Modification and WaiverUnless we indicate otherwise in a prospectus supplement, the applicable trustee and we may make modifications and amendmentsindenture. Until any warrants to an indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series affected by the modificationpurchase common stock or amendment.We may also make modifications and amendments to the indentures for the benefit of holders without their consent, for certain purposes including, but not limited to:●evidencing the succession of another person to Aehr Test, or successive successions, and the assumption by any such successor of the covenants of Aehr Test in the indentures in compliance with Article 8 of the indentures;●adding covenants;●adding events of default;●making certain changes to facilitate the issuance of the debt securities;●adding to, changing or eliminating any of the provisions of the indentures or more series of securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the holder of any such security with respect to such provision or (B) shall become effective only when there is no such security outstanding;●securing the debt securities;●providing for guaranties of, or additional obligors on, the debt securities;●establishing the form or term of debt securities as permitted by Sections 2.1 and 3.1 of the indenture;-20-●providing for a successor trustee or additional trustees;●conforming the indenture to the description of the securities set forth in this prospectus or the accompanying prospectus supplement;●curing any ambiguity, defect or inconsistency; provided that such action shall not adversely affect the interest of the holders in any material respect;●permitting or facilitating the defeasance and discharge of the debt securities;●making such other provisions in regard to matters or questions arising under the indentures or under any supplemental indentures as our board of directors may deem necessary or desirable, and which does not in each case adversely affect the interests of the holders of the debt securities of a series; and●complying with requirements of the SEC in order to effect or maintain the qualifications of the indentures under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).However, neither the trustee nor we may make any modification or amendment without the consent of the holder of each outstanding security of that series affected by the modification or amendment if such modification or amendment would:●change the stated maturity of the principal of, or any installment of principal or interest on, any debt security;●reduce the principal, premium, if any, or interest on any debt security or any amount payable upon redemption or repurchase, whether at our option or the option of any holder, or reduce the amount of any sinking fund payments;●reduce the principal of an original issue discount security or any other debt security payable on acceleration of maturity;●change the place of payment or the currency in which any debt security is payable;●impair the right to enforce any payment after the stated maturity or redemption date;●if subordinated debt securities, modify the subordination provisions in a materially adverse manner to the holders;●adversely affect the right to convert any debt security if the debt security is a convertible debt security; or●change the provisions in the indenture that relate to modifying or amending the indenture.Satisfaction and Discharge; DefeasanceWe may be discharged from our obligations on the debt securities, subject to limited exceptions, of any series that have matured or will mature or be redeemed within one year if we deposit enough money with the trustee to pay all the principal, interest and any premium due to the stated maturity date or redemption date of the debt securities.-21-Each indenture contains a provision that permits us to elect either or both of the following:●we may elect to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding. If we make this election, the holders of the debt securities of the series will not be entitled to the benefits of the indenture, except for the rights of holders to receive payments on debt securities or the registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities.●we may elect to be released from our obligations under some or all of any financial or restrictive covenants applicable to the series of debt securities to which the election relates and from the consequences of an event of default resulting from a breach of those covenants.To make either of the above elections, we must irrevocably deposit in trust with the trustee enough money to pay in full the principal, interest and premium on the debt securities. This amount may be made in cash and/or U.S. government obligations or, in the case of debt securities denominated in a currency other than U.S. dollars, cash in the currency in which such series of securities is denominated and/or foreign government obligations. As a condition to either of the above elections, for debt securities denominated in U.S. dollars we must deliver to the trustee an opinion of counsel thatpreferred stock are exercised, the holders of the debt securitieswarrants will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the action.With respect to debt securities of any series that are denominated in a currency other than U.S. dollars, “foreign government obligations” means:●direct obligations of the government that issued or caused to be issued the currency in which such securities are denominated and for the payment of which obligations its full faith and credit is pledged, or, with respect to debt securities of any series which are denominated in Euros, direct obligations of certain members of the European Union for the payment of which obligations the full faith and credit of such members is pledged, which in each case are not callable or redeemable at the option of the issuer thereof; or●obligations of a person controlled or supervised by or acting as an agency or instrumentality of a government described in the bullet above the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which are not callable or redeemable at the option of the issuer thereof.NoticesNotices to holders will be given by mail to the addresses of the holders in the security register.Governing LawThe indentures and the debt securities will be governed by, and construed under, the laws of the State of New York.No Personal Liability of Directors, Officers, Employees and StockholdersNo incorporator, stockholder, employee, agent, officer, director or subsidiary of ours will have any liability for any obligationsrights of ours, or because of the creation of any indebtedness under the debt securities, the indentures or supplemental indentures. The indentures provide that all such liability is expressly waived and released as a condition of, and as a consideration for, the execution of such indentures and the issuance of the debt securities.-22-Regarding the TrusteeThe indentures limit the right of the trustee, should it become our creditor, to obtain payment of claims or secure its claims.The trustee will be permitted to engage in certain other transactions with us. However, if the trustee acquires any conflicting interest, and there is a default under the debt securities of any series for which it is trustee, the trustee must eliminate the conflict or resign.Subordinated Debt SecuritiesThe following provisions will be applicable with respect to each series of subordinated debt securities, unless otherwise stated in the prospectus supplement relating to that series of subordinated debt securities.The indebtedness evidenced by the subordinated debt securities of any series is subordinated, to the extent provided in the subordinated indenture and the applicable prospectus supplement, to the prior payment in full, in cash or other payment satisfactory to the holders of senior debt, of all senior debt, including any senior debt securities.Upon any distribution of our assets upon any dissolution, winding up, liquidation or reorganization, whether voluntary or involuntary, marshalling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings, payments on the subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash or other payment satisfactory to holders of senior debt of all senior debt.In the event of any acceleration of the subordinated debt securities of any series because of an event of default with respect to the subordinated debt securities of that series, holders of any senior debt would be entitled to payment in full in cash or other payment satisfactory to holders of senior debt of all senior debt before the holders of subordinated debt securities are entitled to receive any payment or distribution.In addition, the subordinated debt securities will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries, including trade payables and lease obligations. This occurs because our right to receive any assets of our subsidiaries upon their liquidation or reorganization, and your right to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors, except to the extent that we are recognized as a creditor of such subsidiary. If we are recognized as a creditor of that subsidiary, our claims would still be subordinate to any security interest in the assets of the subsidiary and any indebtedness of the subsidiary senior to us.We are required to promptly notify holders of senior debt or their representatives under the subordinated indenture if payment of the subordinated debt securities is accelerated because of an event of default.Under the subordinated indenture, we may also not make payment on the subordinated debt securities if:●a default in our obligations to pay principal, premium, if any, interest or other amounts on our senior debt occurs and the default continues beyond any applicable grace period, which we refer to as a payment default; or●any other default occurs and is continuing with respect to designated senior debt that permits holders of designated senior debt to accelerate its maturity, which we refer to as a non-payment default, and the trustee receives a payment blockage notice from us or some other person permitted to give the notice under the subordinated indenture.-23-We will resume payments on the subordinated debt securities:●in case of a payment default, when the default is cured or waived or ceases to exist, and●in case of a nonpayment default, the earlier of when the default is cured or waived or ceases to exist or 179 days after the receipt of the payment blockage notice.No new payment blockage period may commence on the basis of a nonpayment default unless 365 days have elapsed from the effectiveness of the immediately prior payment blockage notice. No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the trustee shall be the basis for a subsequent payment blockage notice.As a result of these subordination provisions, in the event of our bankruptcy, dissolution or reorganization, holders of senior debt may receive more, ratably, and holders of the subordinated debt securities mayunderlying common stock or preferred stock, including any rights to receive less, ratably, than our other creditors. The subordination provisions will not prevent the occurrence ofdividends or payments upon any event of default under the subordinated indenture.The subordination provisions will not apply to payments from moneyliquidation, dissolution or government obligations held in trust by the trustee for the payment of principal, interest and premium, if any, on subordinated debt securities pursuant to the provisions described under the section entitled “Satisfaction and discharge; defeasance,” if the subordination provisions were not violated at the time the money or government obligations were deposited into trust.If the trustee or any holder receives any payment that should not have been made to them in contravention of subordination provisions before all senior debt is paid in full in cash or other payment satisfactory to holders of senior debt, then such payment will be held in trust for the holders of senior debt.Senior debt securities will constitute senior debt under the subordinated indenture.Additional or different subordination provisions may be described in a prospectus supplement relating to a particular series of debt securities.Definitions“Designated senior debt” means our obligations under any particular senior debt in which the instrument creating or evidencing the same or the assumption or guarantee thereof, or related agreements or documents to which we are a party, expressly provides that such indebtedness shall be designated senior debt for purposes of the subordinated indenture. The instrument, agreement or other document evidencing any designated senior debt may place limitations and conditionswinding up on the right of such senior debt to exercise the rights of designated senior debt.“Indebtedness” means the following, whether absolutecommon stock or contingent, secured or unsecured, due or to become due, outstanding on the date of the indenture for such series of securities or thereafter created, incurred or assumed:●our indebtedness evidenced by a credit or loan agreement, note, bond, debenture or other written obligation;●all of our obligations for money borrowed;●all of our obligations evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind,-24-●our obligations:as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles, oras lessee under leases for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased for financing purposes;●all of our obligations under interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements;●all of our obligations with respect to letters of credit, bankers’ acceptances and similar facilities, including reimbursement obligations with respect to the foregoing;●all of our obligations issued or assumed as the deferred purchase price of property or services, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business;●all obligations of the type referred to in the above clauses of another person, the payment of which, in either case, we have assumed or guaranteed, for which we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on our property; and●renewals, extensions, modifications, replacements, restatements and refundings of, or any indebtedness or obligation issued in exchange for, any such indebtedness or obligation described in the above clauses of this definition.“Senior debt” means the principal of, premium, if any, and interest, including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding, and rent payable on or in connection with, and all fees and other amounts payable in connection with, our indebtedness. However, senior debt shall not include:●any debt or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it shall not be senior in right of payment to the subordinated debt securities or expressly provide that such indebtedness is on the same basis or “junior” to the subordinated debt securities; or●debt to any of our subsidiaries, a majority of the voting stock of which is owned, directly or indirectly, by us.“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by us or by one or more of our other subsidiaries or by a combination of us and our other subsidiaries. For purposes of this definition, “voting stock” means stock or other similar interests which ordinarily has or have voting power for the election of directors, or persons performing similar functions, whether at all times or only so long as no senior class of stock or other interests has or have such voting power by reason of any contingency.-25-SUBSCRIPTIONSUBSCRIPTION RIGHTS Aehr TestAEHR in connection with the offering of subscription rights.-26-UNITSUNITScomprisedconsisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the other classesunit agent in the applicable prospectus supplement relating to a particular series of securitiesunits.thisthe applicable prospectus supplement, including, without limitation, the following, as applicable:combination. Each unitapplicable prospectus supplement or free writing prospectus, the securities initially will be issued so thatin book-entry form and represented by one or more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the holdername of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the unitsuccessor depositary.holderSEC.eachsecurities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of the actual purchaser of a security, includedwhich we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the unit. Thus,global securities, except under the holderlimited circumstances described below.a unit will have the rights and obligations of a holder of each included security. The unitsDTC’s partnership nominee, Cede & Co., or such other name as may be issued under unit agreementsrequested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be entered into between usthe beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.a unit agent, as detailedmay transfer securities only through the facilities of the depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement relatingfor the applicable securities, where notices and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange.units being offered.securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The prospectus supplement relatingomnibus proxy assigns the consenting or voting rights of Cede & Co. to any units we offer, if any, will,those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the extent applicable, describe:● designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;●a description of the terms of any unit agreement governing the units;●a description of the provisions for the payment, settlement, transfer or exchange of the units;●a discussion of material federal income tax considerations, if applicable; and●whether the units if issued as a separate security will be issued in fully registered or global form.The descriptions of the units in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicable agreements. These descriptions dosecurities herein or in the applicable prospectus supplement, we will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party.restate those agreementsof DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.entiretynames and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities and the indenture.contain allbe open for business on days when banks, brokers and other institutions are open for business in the information that youUnited States.find useful. We urge yoube, by their respective U.S. depositaries; however, such cross-market transactions will require delivery of instructions to readEuroclear or Clearstream, as the applicable agreements because they,case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global securities through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants in Euroclear or Clearstream may not deliver instructions directly to their respective U.S. depositaries.summaries, define your rights as holderssecurities accounts of the units. For more information, please review the forms ofa participant in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant agreements, whichparticipant in Euroclear or Clearstream, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global security by or through a participant in Euroclear or Clearstream to a direct participant in DTC will be filedreceived with value on the SEC promptly after the offeringsettlement date of units andDTC but will be available as described in the section titled “Where You Can Find More Information.”-27-Otherofferedfrom time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through this prospectusunderwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions (1) to or through underwriters or dealers, (2) directly to purchasers, including our affiliates, (3) through agents or (4) through a combination of any these methods. The securities may be distributed transactions:changed,changed;sale,sale;thesuch prevailing market prices,prices; or Thewill include the following information:●the terms of the offering;●the names of any underwriters or agents;●the name or names of any managing underwriter or underwriters;●the purchase price of the securities;●the net proceeds from the sale of the securities;●any delayed delivery arrangements;●any underwriting discounts, commissions and other items constituting underwriters’ compensation;●any initial public offering price;●any discounts or concessions allowed or reallowed or paid to dealers; and●any commissions paid to agents.We may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4). Any at-the-market offering will be through an underwriter or underwriters acting as principal or agent for us.We may issue to the holders of our common stock, on a pro rata basis for no consideration, subscription rights to purchase shares of our common stock or preferred stock. These subscription rights may or may not be transferable by stockholders. The applicable prospectus supplementsupplements that will describe the specific termsmethod of any offering of our common or preferred stock through the issuance of subscription rights, includingdistribution and set forth the terms of the subscription rights offering, the terms, procedures and limitations relating to the exchange and exerciseconditions of the subscription rights and, if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of common or preferred stock throughsuch securities, including the issuanceoffering price of subscription rights.Sale through Underwriters or DealersIf underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,and the proceeds to us, if applicable.security lending or repurchase agreements with us. The underwritersthe securities being offered by this prospectus may resellbe solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. The prospectus supplement will include the names of the principal underwriters the respective amount of securities underwritten, the nature of the obligation of the underwriters to take the securities and the nature of any material relationship between an underwriter and us.-28-Some or all of the securities that we offer through this prospectus may be new issues of securities with no established trading market.time. Any underwriters to whom we sell securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities offered pursuant to this prospectus.If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.Direct Sales and Sales through AgentsWe may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.and will describe any commissions payablebe sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.by us.may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in thea prospectus supplement, anyan agent will agree to use its reasonablebe acting on a best efforts to solicit purchases for the period of its appointment.Webasis and a dealer will purchase securities as a principal, and may sellthen resell the securities directlyat varying prices to institutional investorsbe determined by the dealer.others whoagents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act withof 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to any sale ofreimburse those securities. The terms of any such salespersons for certain expenses.describedlisted on theNasdaq Global Capital Market, but any other securities mayor may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the prospectus supplement.Delayed Delivery ContractsIf the prospectus supplement indicates, weoffering may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.Market Making, Stabilization and Other TransactionsUnless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Accordingly, we cannot assure you that the securities will have a liquid trading market.Any underwriter may also engage in stabilizing transactions syndicate covering transactions and penalty bids in accordance with Rule 104 under the Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixingthat stabilize, maintain or maintainingotherwise affect the price of the securities. Syndicate covering transactionsThis may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market afteror by imposing penalty bids, whereby selling concessions allowed to dealers participating in the distribution has been completed in order to cover syndicate short positions.Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when theoffering may be reclaimed if securities originally sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause themarket price of the securities to be higher than it would beat a level above that which might otherwise prevail in the absence of the transactions. The underwritersopen market. These transactions may if they commence these transactions, discontinue thembe discontinued at any time.-29-Derivative Transactions and Hedging the underwriters or other agents may engage in derivative transactions involvingat the securities. These derivatives may consist of short sale transactions and other hedging activities. The underwriters or agents may acquire a long or short positionmarket offerings into an existing trading market in accordance with Rule 415(a)(4) under the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked to or related to changes in the price of the securities.Securities Act. In order to facilitate these derivative transactions,addition, we may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may effect the derivative transactions through sales ofwith third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities tocovered by this prospectus and the public,applicable prospectus supplement, including short sales, or by lending the securities in order to facilitate short sale transactionstransactions. If so, the third party may use securities pledged by others. The underwriters or agents may also use the securities purchasedus or borrowed from us or others (or, in the caseto settle those sales or to close out any related open borrowings of derivatives,stock, and may use securities received from us in settlement of those derivatives)derivatives to directly or indirectly settle sales of the securities or close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the securities.Electronic AuctionsWe may also make sales through the Internet or through other electronic means. Sinceapplicable prospectus supplement (or a post-effective amendment). In addition, we may from timeotherwise loan or pledge securities to time elect to offer securities directly to the public, with or without the involvement of agents, underwriters or dealers, utilizing the Interneta financial institution or other forms of electronic bidding or ordering systems forthird party that in turn may sell the pricingsecurities short using this prospectus and allocation of such securities, you should pay particular attention to the description of that system we will provide in aan applicable prospectus supplement.electronic system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the pricefinancial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.and conditions at which such securities are sold. These bidding or ordering systems may present to each bidder, on a so-called “real-time” basis, relevant information to assistof any lock-up provisions in making a bid, such as the clearing spread at which therespect of any given offering wouldwill be sold, based on the bids submitted, and whether a bidder’s individual bids would be accepted, prorated or rejected. For example,described in the case of a debt security, the clearing spread could be indicated as a number of “basis points” above an index treasury note. Of course, many pricing methods canapplicable prospectus supplement.may also be used.Upon completion of such an electronic auction process, securities will be allocated based on prices bid, terms of bid or other factors. The final offering price at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the results of the Internet or other electronic bidding process or auction.General InformationAgents, underwriters and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act. Agents, underwriters and dealersagents may engage in transactions with us, or perform services for us, in the ordinary course of their businesses.-30-common stocksecurities offered by this prospectus willhereby on behalf of AEHR Test Systems. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Mario M. Rosati is a member of Wilson Sonsini Goodrich & Rosati, P.C. and a director ofcounsel that we will name in the Registrant. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, P.C., own an aggregate of 227,685 shares of our common stock and options to purchase an additional 178,254 shares of our common stock.AehrAEHR Test Systems as of May 31, 20162021 and 20152020 and for each of the three years in the period ended May 31, 2016,2021 incorporated in this Registration Statement on Form S-3prospectus by reference to the Annual Report on Form 10-K for the year ended May 31, 2016,2021, have been so incorporated in reliance on the report of BPM LLP, an independent registered public accounting firm,firm.
THE OFFERING Common stock offered by us Shares of our common stock having an aggregate offering price of up to $25,000,000. Assumed public offering price per share Net tangible book value per share as of May 31, 2021 Increase per share attributable to new investors As adjusted net tangible book value per share after this offering Dilution per share to new investors We file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge through the Internet. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.relatingof which this prospectus forms a part. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the offering of these securities. The registration statement, including the attached exhibits, contains additional relevantstatement. For further information about us and the securities. Thissecurities we are offering under this prospectus, does not contain all ofyou should refer to the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the documents referredexhibits and schedules filed with the registration statement. With respect to belowthe statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement.“Information Incorporatedthe Exchange Act. You may read and copy this information from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by Reference” arecalling the SEC at 1-800-SEC-0330. The SEC also available on ourmaintains an Internet website www.aehr.com. We have not incorporated by reference into this prospectusthat contains reports, proxy statements and other information about issuers, like us, that file electronically with the information on ourSEC. The address of that website and you should not consider it to be a part of this prospectus.-31-INCORPORATEDINCORPORATED BY REFERENCEincorporate“incorporate by reference into this prospectus certainreference” the information we file with it,them which means that we can disclose important information to you by referring you to those documents.documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement.information. We incorporate by reference the documents listed below that we have previouslyand any future information filed with the SEC (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):●our Annual Report on Form 10-K for the fiscal year ended May 31, 2016, filed with the SEC on August 29, 2016, including the information specifically incorporated by reference into the Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on September 26, 2016;●our Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31, 2016 (filed with the SEC on October 14, 2016) and November 30, 2016 (filed with the SEC on January 13, 2017);●our Current Reports on Form 8-K filed with the SEC on August 24, 2016, September 28, 2016, September 30, 2016, October 4, 2016 and October 20, 2016, respectively; and●the description of our common stock contained in our Registration Statement on Form 8-A as filed with the SEC on July 29, 1997 pursuant to Section 12(b) of the Exchange Act.We also incorporate by reference into this prospectus additional documents (other(rather than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits on such form that are related to such items) that we may filefurnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior tobetween the completion ordate of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K:offering, including all such documents we may fileyear ended May 31, 2021, filed with the SEC after the dateon August 27, 2021.the initial registration statement and priorour Common Stock contained in Exhibit 4.3 to the effectiveness of the registration statement, but excluding any information deemed furnished and notour Annual Report on Form 10-K filed with the SEC. Any statements contained in a previouslySEC on August 27, 2021 and any amendment or report filed documentwith the SEC for the purpose of updating the description.into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, information contained in, or inaccessible through, our website is not a subsequently filed document also incorporated by reference herein, modifiespart of this prospectus.supersedes that statement.This prospectus may contain information that updates, modifiesoral request, a copy of any or is contrary to information in one or moreall of the documents incorporated by reference, in this prospectus. You should rely only onincluding exhibits to these documents by writing or telephoning us at the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus.Requests for such documents should be directed to:Aehr Test Systems400 Kato TerraceFremont, California 94539Attention: Chief Financial OfficerYou may also access the documents incorporated by reference in this prospectus through our website at www.aehr.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.-32-AEHR TEST SYSTEMS$30,000,000
Preferred StockDepositary SharesWarrantsDebt SecuritiesSubscription RightsUnitsPROSPECTUS , 2017Part IIInformation Not Required in the Prospectustable sets forthis an estimate of the estimated costs and expenses other than underwriting discounts and commissions, payable(all of which are to be paid by the Registrantregistrant) that we may incur in connection with the sale ofsecurities being registered hereby.SEC registration fee FINRA filing fee Printing expenses Legal fees and expenses Accounting fees and expenses Blue Sky, qualification fees and expenses Transfer agent fees and expenses Trustee fees and expenses Depositary fees and expenses Warrant agent fees and expenses Miscellaneous Total being registered $ 3,477 5,000 50,000 270,000 10,000 5,000 6,523 $ 350,000 3.13.2 previously filed with the Registrant’s Current Report on Form 8-K filed with the SEC on January 9, 2012)September 11, 2019) provide for indemnification of the Registrant’s directors, officers, employees and other agents to the extent and under the circumstances permitted by the California Corporations Code.Item 16. ExhibitsA list of exhibits filed herewith is contained in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.17. Undertakings16.(a)The undersigned Registrant hereby undertakes:Description (1)1.1* To file, during any period in which offers or sales are being made, a post-effective amendmentForm of Underwriting Agreement. Restated Articles of Incorporation of AEHR Test Systems (incorporated by reference to this registration statement:the Company’s Registration Statement on Form S-1 Filed June 11, 1997 (File No. 333-28987)).(i) To include any prospectus requiredAmended and Restated Bylaws of AEHR Test Systems (incorporated by Section 10(a)(3)reference to the Company’s Current Report on Form 8-K filed September 11, 2019 (File No. 000-22893)).4.1 the Securities Act of 1933;(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectusSeptember 22, 2016 (incorporated by reference to Exhibit 10.2 previously filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “CalculationCompany’s Current Report on Form 8-K filed September 28, 2016 (File No. 000-22893)).4.2 Form of Registration Fee” table in the effective registration statement; and(iii)To include any material information with respectSpecimen Certificate Representing Common Stock (incorporated by reference to the planCompany’s Current Report on Form 8-K filed April 14, 2015 (File No. 000-22893)).Form of distribution not previously disclosedIndenture.4.4* Form of Note. 4.5* Form of Deposit Agreement. 4.6* Form of Warrant. 4.7* Form of Warrant Agreement. 4.8* Form of Subscription Agreement. 4.9* Form of Unit Agreement. Opinion of Latham & Watkins LLP. Consent of Latham & Watkins LLP (included in Exhibit 5.1). Consent of BPM LLP, independent registered public accounting firm. Powers of Attorney (incorporated by reference to the registration statement or any material change to such information in the registration statement;signature page hereto).25.1* Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of a trustee, as trustee under the indenture filed as Exhibit 4.3 above. * To be filed by amendment or incorporated by reference in connection with the offering of the securities. (ii) of this section(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the Registrantregistrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:(i)If the Registrant is relying on Rule 430B,(A)Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and(B)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to the effective date; orII-2(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(ii)If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.(5)That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer and sell such securities to such purchaser:(i)Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and(iv)Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding), is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.(d)The undersigned Registrant hereby undertakes that:(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(e)The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.SignaturesRegistrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on the 17th day of March, 2017.September 3, 2021.By:/s/ Gayn Erickson Gayn Erickson By: Gayn Erickson President and Chief Executive Officer PowerPOWER OF ATTORNEYAttorneyKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears belowthe undersigned officers and directors of the registrant hereby severally constitutes and appoints Gayn Erickson and Kenneth B. Spink, and each of them acting individually,singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement on Form S-3and any other registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto and allother documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full powerand each of each to act alone,them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises as fully forto all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or histheir substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.reportregistration statement has been signed below by the following persons on behalf of the Registrant andregistrant in the capacities and on the dates indicated. March 17, 2017Gayn Erickson (Principal Executive Officer) March 17, 2017Kenneth B. Spink (Principal Financial and Accounting Officer) Director September 3, 2021 Fariba Danesh Director Laura Oliphant March 17, 2017Rhea J. Posedel Robert R. AndersonMario M. Rosati March 17, 2017Robert R. AndersonMario M. RosatiDirector Geoffrey G. Scott William W.R. ElderHoward T. Slayen March 17, 2017William W.R. ElderHoward T. Slayen /s/ Mario M. RosatiDirectorMarch 17, 2017Mario M. Rosati/s/ John M. SchneiderDirectorMarch 17, 2017John M. Schneider/s/ Howard T. SlayenDirectorMarch 17, 2017Howard T. SlayenExhibit IndexExhibitNumberExhibit Title1.1*Form of Underwriting Agreement.3.1(1)Restated Articles of Incorporation of the Registrant.3.2(2)Amended and Restated Bylaws of the Registrant.4.1(3)Form of Common Stock certificate.4.2(4)Convertible Note Purchase and Credit Facility Agreement, dated April 10, 2015, by and among the Registrant, QVT Fund LP and Quintessence Fund L.P.4.3Form of 9.0% Convertible Secured Note due 2017 (included in Exhibit 4.2)4.4Form of 5.0% Secured Revolving Credit Note (included in Exhibit 4.2)4.5(5)Registration Rights Agreement, dated April 10, 2015, by and among the Registrant, QVT Fund LP and Quintessence Fund L.P.4.6(6)Purchase Agreement, dated September 22, 2016, by and among the Registrant and the Investors (as defined therein).4.7(7)Registration Rights Agreement, dated September 22, 2016, by and among the Registrant and the Investors (as defined therein).4.8Form of senior indenture, to be entered into between the Registrant and the trustee designated therein.4.9*Form of senior note with respect to each particular series of senior notes issued hereunder.4.10Form of subordinated indenture to be entered into between the Registrant and the trustee designated therein.4.11*Form of subordinated note with respect to each particular series of subordinated notes issued hereunder.4.12*Form of warrant with respect to each warrant issued hereunder.4.13*Form of certificate of designation, preferences and rights with respect to any preferred stock issued hereunder.4.14*Form of Depositary Agreement with respect to the depositary shares.4.15*Form of Subscription Agreement.4.16*Form of Unit with respect to any contractual units.5.1Opinion of Wilson Sonsini Goodrich & Rosati, P.C.23.1Consent of BPM LLP, Independent Registered Public Accounting Firm.23.2Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).24.1Power of Attorney (included on the signature page to this registration statement on Form S-3).25.1*Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of designated trustee under the senior indenture.25.2*Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of designated trustee under the subordinated indenture.II-6*If applicable, to be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.(1)Incorporated by reference to the same-numbered exhibit previously filed with the Company’s Registration Statement on Form S-1 filed June 11, 1997 (File No. 333-28987).(2)Incorporated by reference to the Exhibit No. 3.1 previously filed with the Company’s Current Report on Form 8-K filed January 9, 2012 (File No. 000-22893).(3)Incorporated by reference to the same-numbered exhibit previously filed with Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed July 17, 1997 (File No. 333-28987).(4)Incorporated by reference to Exhibit No. 4.1 previously filed with the Company’s Current Report on Form 8-K filed April 14, 2015 (File No. 000-22893).(5)Incorporated by reference to Exhibit No. 4.4 previously filed with the Company’s Current Report on Form 8-K filed April 14, 2015 (File No. 000-22893).(6)Incorporated by reference to Exhibit No. 10.1 previously filed with the Company’s Current Report on Form 8-K filed September 28, 2016 (File No. 000-22893).(7)Incorporated by reference to Exhibit No. 10.2 previously filed with the Company’s Current Report on Form 8-K filed September 28, 2016 (File No. 000-22893).II-7