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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 19, 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 September 19, 2025, Applied Optoelectronics,
Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with Coleman Logistics Assets LLC (the “Landlord”),
pursuant to which the Company will lease approximately 209,665 square feet of space (the “Leased Premises”) located at 1111
Gillingham Lane, Sugar Land, Texas 77478 (the “Building”). The Leased Premises will be used by the Company primarily for manufacturing
and related operations.
The Lease has a term of 126 months (the “Term”),
commencing on the earlier of (i) the date the Company commences manufacturing operations within the Leased Premises, (ii) the date on
which the leasehold improvements are substantially completed, or (iii) March 31, 2026 (the “Commencement Date”), and expiring
approximately 126 months thereafter, unless earlier terminated in accordance with the Lease. The Landlord has agreed to provide a construction
allowance toward the cost of leasehold improvements in an amount equal to the lesser of (i) the actual aggregate cost of such improvements
or (ii) $1,886,985.
Base rent under the Lease is abated for the first
seven months of the Term and thereafter increases on a scheduled basis through the end of the Term, reflecting an average annual escalation
of approximately 3.5%. Beginning in the eighth month of the Term, base rent will be $7.44 per rentable square foot on an annual basis
(approximately $129,992 per month), escalating periodically to $10.49 per rentable square foot on an annual basis (approximately $183,367
per month) during the final six months of the Term.
In addition to base rent, the Company will be responsible
for its proportionate share of operating expenses, including taxes, insurance, and maintenance costs, in accordance with the
terms of the Lease.
The Company also holds certain rights under the
Lease, including (i) a right of first refusal to lease any space in the Building that is contiguous to the Leased Premises, (ii) a right
of first offer to purchase the Building, and (iii) two successive options to renew the Lease for additional five-year terms, subject to
certain conditions, at the then-prevailing market rental rate determined in accordance with the Lease.
The foregoing description of the Lease does not
purport to be a complete statement of the parties’ rights and obligations under the Lease and is qualified in its entirety by reference
to the full text of the Lease Agreement, which is filed 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 |
Lease Agreement, dated September 19, 2025, by and between Applied Optoelectronic, Inc., and Coleman Logistics Assets, LLC. |
| 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: September 24, 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 |
|
