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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):
September 4, 2026
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) |
(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) |
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 1.01 |
Entry into a Material Definitive Agreement. |
On September 4, 2026, Applied Optoelectronics,
Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Blue Ridge Commerce
Center West LLC (the “Seller”) in connection with the Company’s exercise of the one-time purchase option granted under
a Lease Agreement with the Seller, which became effective on February 10, 2026 (the “Lease”). The Lease and the purchase option
were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February
27, 2026.
Pursuant to the Purchase Agreement, the Company
acquired the real property located at 16851 Blue Ridge Commerce Dr., Building 3, Houston, Texas 77489, consisting of approximately 8.858
acres of land and all improvements thereon, including an approximately 153,928 rentable-square-foot building, together with certain related
tangible and intangible personal property (collectively, the “Property”). The Company intends to use the Property for office,
warehouse, light manufacturing and assembly purposes.
The aggregate purchase price for the Property was
$26,783,472.00, subject to the prorations and other adjustments set forth in the Purchase Agreement. The Company paid the purchase price
in cash at the closing on September 4, 2026, at which time the Seller conveyed the Property to the Company by special warranty deed, subject
to permitted encumbrances.
The Purchase Agreement contains customary representations,
warranties, covenants and limitations of liability for a commercial real estate acquisition. Except for the express representations and
warranties of the Seller set forth in the Purchase Agreement, the Company acquired the Property on an “as is” basis.
The foregoing description of the Purchase Agreement
does not purport to be a complete statement of the parties’ rights and obligations under the Purchase Agreement and is qualified
in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1+* |
|
Purchase and Sale Agreement, dated September 4, 2026, by and between Applied Optoelectronics, Inc. and Blue Ridge Commerce Center West LLC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
+ Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
* Schedules or similar attachments have been omitted from this filing
pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the Securities and Exchange
Commission upon request.
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.
| Date: September 10, 2026 |
APPLIED OPTOELECTRONICS, INC. |
|
| |
|
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|
| |
|
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|
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By: |
/s/ David C. Kuo |
|
| |
Name |
David C. Kuo |
|
| |
Title: |
Senior Vice President and Chief Legal Officer |
|
