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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):
October 28, 2025
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 1.01 |
Entry into a Material Definitive Agreement. |
On October 28, 2025, Prime World International
Holdings Ltd. (“Prime World”), a wholly owned subsidiary of Applied Optoelectronics, Inc., entered into a new Premise Lease
Agreement (the “Lease Agreement”) with International Games System Co., Ltd. (the “Lessor”).
This Lease Agreement covers the property located
at No. 49, Wugong 6th Road, Wugu District, New Taipei City (the “Leased Property”), which constitutes the same premises as
those covered under a prior lease agreement with Lessor dated September 1, 2025, pursuant to which Prime World currently leases a majority
portion of the property.
Under the Lease Agreement, Prime World will lease
the remaining portion of the Leased Property, previously leased and occupied by another tenant, consisting of approximately 54,086 square
feet. Upon execution of the Lease Agreement, Prime World will become the sole tenant of the entire Leased Property, enjoying full and
exclusive rights of use and occupancy.
The lease term will commence on December 1, 2025
and end on October 31, 2040, following a rent-free renovation period from November 1 to November 30, 2025. During the lease term, the
monthly rent will increase by three percent (3%) approximately every five years. The monthly rent schedule is as follows:
| Period |
Monthly Rent |
| December
1, 2025 – October 31, 2030 |
NTD 1,292,000 |
| November
1, 2030 – October 31, 2035 |
NTD 1,330,760 |
| November
1, 2035 – October 31, 2040 |
NTD 1,370,683 |
Under the Lease Agreement, Prime World may, at
its own expense, make modifications to the building within the Leased Property as necessary to support its operational needs.
Prime World holds certain additional rights under
the Lease Agreement, including but not limited to: (i) a right of first refusal to purchase the Leased Property if the Lessor elects to
sell; (ii) the right to ensure that the Lease Agreement remains valid and enforceable against any successor owner in the event of a sale;
(iii) a right of first refusal to renew the lease on terms no less favorable than those offered to other prospective tenants; and (iv)
protection against early termination during the first eight years of the lease, with any termination thereafter requiring the Lessor to
provide at least twelve months’ prior written notice and payment of three months’ rent to Prime World.
The foregoing description of the Lease Agreement
does not purport to be a complete statement of the parties’ rights and obligations under the Lease Agreement and is qualified in
its entirety by reference to the full text of the Lease Agreement, English translations of which are attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
|
The information contained in Item 1.01 of this
Current Report on Form 8-K with respect to the Lease Agreement is incorporated by reference into Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 |
Translation of the Premise Lease Agreement, dated October 28, 2025, between Prime World International Holdings Ltd., Taiwan Branch and International Games System Co., Ltd. |
| 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.
| Date: November 3, 2025 |
APPLIED OPTOELECTRONICS, INC. |
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By: |
/s/ David C. Kuo |
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Name |
David C. Kuo |
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Title: |
Senior Vice President and Chief Legal Officer |
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