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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):
May 4, 2026
Applied Optoelectronics, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
001-36083 |
76-0533927 |
| (State of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
13139
Jess Pirtle Blvd.
Sugar
Land, Texas 77478
(Address
of principal executive offices and zip code)
(281) 295-1800
(Registrant’s telephone number, including
area code)
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. o
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the “Committee”)
of the Board of Directors of Applied Optoelectronics, Inc. (the “Company”) recently completed a competitive selection process,
inclusive of the Company’s current independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”),
to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Following
the review and evaluation of the proposals of the participating firms, on May 4, 2026, the Committee approved the dismissal of Grant Thornton
as the Company’s independent registered public accounting firm. Grant Thronton was previously engaged to perform a review of the
Company’s consolidated financial statements for the quarter ending March 31, 2026. The dismissal of Grant Thornton does not affect
its engagement for the quarter ending March 31, 2026.
Grant Thornton’s reports on the Company’s
consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal
years ended December 31, 2025 and 2024 and the subsequent interim period through May 4, 2026, there were no disagreements (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Grant Thornton’s satisfaction,
would have caused Grant Thornton to make reference thereto in their reports.
There were no “reportable events” (as
that term is defined in Item 304(a)(1)(v) of Regulation S-K) during either of the years ended December 31, 2024 and 2025, and the subsequent
interim period through May 4, 2026, except for the material weakness in the Company’s operation of controls over its review of technical
accounting analysis, as first disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024,
which material weakness was remediated as of December 31, 2025.
The Company provided Grant Thornton with a copy
of this Current Report on Form 8-K prior to its filing with the United States Securities and Exchange Commission (the “SEC”)
and requested that Grant Thornton furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein,
as specified by Item 304(a)(3) of Regulation S-K. A copy of Grant Thornton’s letter, dated May 8, 2026, is filed as Exhibit 16.1
to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
As a result of the process noted above and following
the review and evaluation of proposals from all participating firms, on May 4, 2026, the Committee approved the appointment of PricewaterhouseCoopers
LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
During the fiscal years ended December 31, 2025
and 2024 and the subsequent interim period through May 4, 2026, neither the Company nor anyone on its behalf consulted with PwC regarding
the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that would
have been rendered on the Company’s consolidated financial statements, or any matter that was the subject of a “disagreement”
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any “reportable event” (as
that term is defined in Item 304(a)(1)(v) of Regulation S-K) or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 16.1 |
|
Grant Thornton’s letter |
| |
|
|
| 104 |
|
Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
APPLIED OPTOELECTRONICS, INC. |
|
| |
|
|
|
| |
|
|
|
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By: |
/s/ Stefan J. Murry |
|
| |
|
Stefan J. Murry |
|
| |
| Chief Financial Officer |
|
Date: May 8, 2026
