Current Report Filing (8-k)
May 03 2023 - 4:03PM
Edgar (US Regulatory)
0001158114
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0001158114
2022-12-16
2022-12-16
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 16, 2022
Applied Optoelectronics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
001-36083 |
76-0533927 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
13139 Jess Pirtle Blvd.
Sugar Land, Texas |
77478 |
(Address of principal executive offices) |
(Zip Code) |
(281) 295-1800
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Trading
Name of each exchange on which registered |
Common Stock, Par value $0.001 |
AAOI |
NASDAQ Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On December 16, 2022, Applied Optoelectronics, Inc. (the “Company”)
entered into supply agreement (“the SOW”) with Microsoft Corporation (“Microsoft”), pursuant to which the Company
will manufacture certain lasers in accordance with Microsoft’s specifications (“Goods”).
Under the SOW, according to a schedule of milestones expanding
from effective date to December 30, 2025, the Company is to start building the supply chain to manufacture the Goods. The term of the
SOW started on December 16, 2022 and continues unless earlier terminated.
The SOW includes a termination right in the event of a change
of control in the Company. Further, in the event certain offers are made to acquire the Company, Microsoft has a right to notice and of
first refusal to acquire the Company.
The foregoing description of the SOW does not purport to be complete
and is qualified in its entirety by reference to the complete text of the SOW, which are filed herewith as Exhibit 10.1 and 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Certain identified information
has been excluded from this exhibit because it is not material and is the type of information that the Company customarily and actually
treats as private and confidential. Redacted information is indicated by [***].
** Pursuant to Item 601(a)(5)
of Regulation S-K, certain schedules and similar attachments have been omitted. The Company hereby agrees to furnish a copy of any omitted
schedule or attachment to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
APPLIED OPTOELECTRONICS, INC. |
|
|
|
Date: May 3, 2023 |
By: |
/s/ David C. Kuo |
|
Name: |
David C. Kuo |
|
Title: |
General Counsel and Secretary |
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