APPLIED OPTOELECTRONICS, INC.

Regulatory Filings • Apr 25, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 25, 2025

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APPLIED OPTOELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

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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)

Registrant’s telephone number, including area code ( 281 ) 295-1800

(Former name or former address, if changed since last report.)

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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:

¨ 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. ¨

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Item 8.01. Other Events.

On April 25, 2025, Applied Optoelectronics, Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to its previously filed automatic shelf registration statement on Form S-3 (File No. 333-283905) registering the resale of up to an aggregate of 7,945,399 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be used by the selling stockholder identified therein (the “Selling Stockholder”), to resell the Shares.

The Shares are issuable upon the exercise of a warrant issued pursuant to a Warrant Agreement, dated as of March 13, 2025. The Company will not receive any proceeds from any sale of Shares by the Selling Stockholder.

The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Opinion of Norton Rose Fulbright US LLP relating to the Resale Prospectus Supplement.
23.2	Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File - Embedded within the inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(Registrant)
April 25, 2025
By:	/s/ David C. Kuo
	David C. Kuo
	Senior Vice President and Chief Legal Officer

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