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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): August 20, 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 ¨

 

 

 

     

 

Item 1.01

Entry into a Material Definitive Agreement.

 

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 On August 20, 2025, Prime World International Holdings Ltd. (“Prime World”), a wholly owned subsidiary of Applied Optoelectronics, Inc., entered into an Agreement to Terminate Land and Building Lease (the “Termination Agreement”) with San Ho Electric Machinery Industry Co., Ltd. (the “Lessor”). Under the Termination Agreement, the Land and Building Lease Agreement dated June 7, 2025 (the “Original Lease”) between Prime World and the Lessor will be terminated effective August 31, 2025.

 

Pursuant to the Termination Agreement, Prime World agreed to pay the Lessor NT$9,400,000 in full settlement of all rent, fees, damages, and other amounts arising from the early termination of the Original Lease. Upon execution of the Termination Agreement, neither party will have any further claims against the other in connection with the termination.

 

The foregoing description of the Termination Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Termination Agreement and is qualified in its entirety by reference to the full text of the Termination Agreement, English translations which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 1.02

Termination of a Material Definitive Agreement.

 

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Termination Agreement is incorporated by reference into Item 1.02.

 

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 Termination Agreement is incorporated by reference into Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Translation of the Agreement to Terminate Land and Building Lease dated August 20, 2025, between Prime World International Holdings Ltd., and San Ho Electric Machinery Industry Co., Ltd.
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

 

 

 

 

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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: August 26, 2025 APPLIED OPTOELECTRONICS, INC.  
       
       
  By: /s/DAVID C. KUO  
  Name David C. Kuo  
  Title: Senior Vice President and Chief Legal Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

  3  

 

EX-10.1 2 aaoi_ex1001.htm TRANSLATION OF THE AGREEMENT TO TERMINATE LAND AND BUILDING LEASE DATED AUGUST 20, 2025

Exhibit 10.1

 

Agreement to Terminate Land and Building Lease

 

WHEREAS, Prime World International Holdings Ltd., Taiwan Branch (the original lessee, hereinafter referred to as “Party B”), and San Ho Electric Machinery Industry Co., Ltd. (the original lessor, hereinafter referred to as “Party A”), entered into a Land and Building Lease Agreement dated June 7, 2025 (the “Original Lease”), pursuant to which Party B leased from Party A one parcel of land located at Land No. 0066-0001, Guanyu Section, Guanyin District, Taoyuan City, and one building located at Building No. 819, Baiyu 3rd Road, Guanyin District, Taoyuan City (collectively, the “Leased Property”);

 

NOW, THEREFORE, the parties, having mutually agreed after due negotiation to terminate the Original Lease, hereby agree as follows:

 

Section 1.      The rent-free renovation period under the Original Lease was from June 1, 2025 through August 31, 2025, and the lease term was from September 1, 2025 through August 31, 2040. The parties hereby agree that the Original Lease shall be terminated effective as of August 31, 2025.

 

Section 2.      Party B shall be responsible for all utility charges and park management fees incurred during the period from June 7, 2025 through August 31, 2025, which shall be paid by Party B upon settlement.

 

Section 3.      Party B shall pay to Party A the total sum of NT$9,400,000 (the “Payment”, exclusive of applicable taxes). The Payment shall constitute the full and final settlement of any and all rent, fees, damages, claims, liabilities, or other amounts that Party A may have, or may assert, against Party B arising out of or in connection with the early termination of the Original Lease.

 

Section 4.      The Payment set forth in Section 3 shall be satisfied in part by applying the security deposit previously paid by Party B in the amount of NT$4,700,000. In the event that the security deposit is insufficient to fully satisfy the Payment, Party B shall pay the shortfall to Party A.

 

Section 5.      Upon execution of this agreement, neither party shall have any further claims against the other for damages, rent, or any other costs or liabilities arising out of or in connection with the early termination of the Original Lease.

 

Section 6.      Party A agrees that Party B may temporarily store its idle equipment at the Leased Property until September 30, 2025. Party A shall have no obligation with respect to the safekeeping of such equipment during the storage period. Notwithstanding the foregoing, if Party A leases the Leased Property to a third party prior to such date, Party B shall remove its equipment.

 

Section 7.      This agreement is executed in two (2) counterparts, each of which shall be deemed an original, and each party shall retain one (1) counterpart.

 

 

Signature of the Parties

 

Party A: San Ho Electric Machinery Industry Co., Ltd.

Unified Business Number: 86102929

Representative: CHANG, CHENG-CHUNG

Address: No. 502-1, Chenggong Rd., Guanyin Dist., Taoyuan City

 

 

Party B (Lessee): Prime World International Holdings Ltd., Taiwan Branch

Unified Business Number: 28410552

Representative: LIN, CHIH-HSIANG

Address: No.18, Gong4th Rd., Linkou District, New Taipei City

 

 

Date: August 20, 2025