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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): April 2, 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, TX 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:
| ¨ | 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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 2, 2025, the Board of Directors of Applied Optoelectronics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws (“Amendment No. 1 to the Amended and Restated By-laws”) to reduce the quorum needed for any special meeting of stockholders to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy.
The foregoing description of Amendment No. 1 to the Amended and Restated By-laws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of Amendment No. 1 to the Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Amended and Restated By-laws of Applied Optoelectronics, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
| Applied Optoelectronics, Inc. | ||
| By: | /s/ DAVID C. KUO | |
| David C. Kuo | ||
| Chief Legal and Compliance Officer | ||
Date: April 2, 2025
Exhibit 3.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
BY-LAWS OF
APPLIED OPTOELECTRONICS, INC.
This Amendment No. 1 to the Amended and Restated By-laws (as currently in effect prior to Amendment No. 1, the “By-laws”) of Applied Optoelectronics, Inc., a Delaware corporation (the “Corporation”), is effective as of April 2, 2025.
ARTICLE I, SECTION 5 of the By-laws entitled “Quorum” is hereby amended and restated in its entirety to read as follows:
SECTION 5. Quorum. Unless otherwise required by law, the Certificate or the rules of any stock exchange upon which the Corporation’s securities are listed, the holders of record of (i) at least one-third (33.33%) of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any special meeting of stockholders and (ii) a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any Annual Meeting. If less than a quorum is present at any Annual Meeting or at any special meeting of stockholders, the holders of voting stock representing a majority of the voting power present in person or represented by proxy at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, one-third (33.33%) in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter.
Except as modified by this Amendment No. 1 to the By-laws, the By-laws remain unchanged and, as modified, continue in full force and effect.