APPLIED OPTOELECTRONICS, INC.

Regulatory Filings • Jun 21, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): June 21, 2023

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. ¨

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Item 1.01. Entry into a Material Definitive Agreement.

On June 21, 2023, Applied Optoelectronics, Inc. (the “Company”) entered into a supply agreement (“the SOW No. 2”) with Microsoft Corporation (“Microsoft”), pursuant to which the Company will provide certain design services and assembly services of goods in accordance with Microsoft’s specifications (“Goods”).

Under the SOW No. 2, according to a time schedule, the Company is to start designing certain Goods and building the supply chain to manufacture, assemble, sell and ship the Goods to Microsoft or an authorized purchasing entity. The initial term of the SOW is five years with automatic renewal unless terminated earlier.

The SOW includes clauses regarding the Company’s commitment to maintain the production line dedicated to the production of Goods and the Company’s three-year warranty for the Goods.

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

Exhibit No.	Description
10.1*	Statement of Work No. 2 – Design and Assembly,
between Applied Optoelectronics, Inc. and Microsoft Corporation, effective June 21, 2023.**
10.2*	Microsoft Corporation Purchase Order Terms & Conditions (included as Appendix J to Exhibit 10.1).**
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

| * | 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. |

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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: June 21, 2023
By: /s/ David C. Kuo
Name: David C. Kuo
Senior Vice President and Chief Legal Officer

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