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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): October 28, 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 On October 28, 2025, Prime World International Holdings Ltd. (“Prime World”), a wholly owned subsidiary of Applied Optoelectronics, Inc., entered into a new Premise Lease Agreement (the “Lease Agreement”) with International Games System Co., Ltd. (the “Lessor”).

 

 

     

 

Item 1.01 Entry into a Material Definitive Agreement.

 

 

This Lease Agreement covers the property located at No. 49, Wugong 6th Road, Wugu District, New Taipei City (the “Leased Property”), which constitutes the same premises as those covered under a prior lease agreement with Lessor dated September 1, 2025, pursuant to which Prime World currently leases a majority portion of the property.

 

Under the Lease Agreement, Prime World will lease the remaining portion of the Leased Property, previously leased and occupied by another tenant, consisting of approximately 54,086 square feet. Upon execution of the Lease Agreement, Prime World will become the sole tenant of the entire Leased Property, enjoying full and exclusive rights of use and occupancy.

 

The lease term will commence on December 1, 2025 and end on October 31, 2040, following a rent-free renovation period from November 1 to November 30, 2025. During the lease term, the monthly rent will increase by three percent (3%) approximately every five years. The monthly rent schedule is as follows:

 

Period Monthly Rent
December 1, 2025 – October 31, 2030 NTD 1,292,000
November 1, 2030 – October 31, 2035 NTD 1,330,760
November 1, 2035 – October 31, 2040 NTD 1,370,683

 

Under the Lease Agreement, Prime World may, at its own expense, make modifications to the building within the Leased Property as necessary to support its operational needs.

 

Prime World holds certain additional rights under the Lease Agreement, including but not limited to: (i) a right of first refusal to purchase the Leased Property if the Lessor elects to sell; (ii) the right to ensure that the Lease Agreement remains valid and enforceable against any successor owner in the event of a sale; (iii) a right of first refusal to renew the lease on terms no less favorable than those offered to other prospective tenants; and (iv) protection against early termination during the first eight years of the lease, with any termination thereafter requiring the Lessor to provide at least twelve months’ prior written notice and payment of three months’ rent to Prime World.

 

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

 

 

 

 

 

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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 Translation of the Premise Lease Agreement, dated October 28, 2025, between Prime World International Holdings Ltd., Taiwan Branch and International Games System 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: November 3, 2025 APPLIED OPTOELECTRONICS, INC.  
       
       
  By: /s/DAVID C. KUO  
  Name David C. Kuo  
  Title: Senior Vice President and Chief Legal Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

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EX-10.1 2 aaoi_ex1001.htm TRANSLATION OF THE PREMISE LEASE AGREEMENT, DATED OCTOBER 28, 2025

Exhibit 10.1

 

 

Premise Lease Agreement

Parties:

 

Lessor: International Games System Co., Ltd. (hereinafter referred to as "Party A")

 

Lessee: Prime World International Holdings Ltd., Taiwan Branch (hereinafter referred to as "Party B")

 

WHEREAS, Party A previously leased a portion of the land and building owned by it and located at No. 49, Wugong 6th Road, Wugu District, New Taipei City (collectively, the “Premises”) to Coupang Taiwan Co., Ltd. (the “Coupang”, and such portion, the “Former Coupang Lease Area”); and thereafter leased the remaining portion of the Premises (the “Party B’s Original Lease Area”) to Party B pursuant to that certain Premises Lease Agreement executed by and between Party A and Party B on September 1, 2025 (the “Original Lease Agreement”), under which the lease term commenced on November 1, 2025 and will expire on October 31, 2040; and

 

WHEREAS, Party A and Coupang have mutually agreed to terminate, as of October 31, 2025, the lease agreement relating to the Former Coupang Lease Area; and Party B, pursuant to Section 9.1 of the Original Lease Agreement, holds the right to lease Former Coupang Lease Area upon such termination; and the Parties have therefore mutually agreed to enter into this Premise Lease Agreement (the “Agreement”) to set forth the terms and conditions under which Party B shall lease the Former Coupang Lease Area;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties hereby agree as follows:

 

Section 1: Scope of the Lease

1.1 Location: No. 49, Wugong 6th Road, Wugu District, New Taipei City, Taiwan.
1.2 Leased Area of this Agreement: The portion of the Premises formerly leased by Coupang (the “Former Coupang Lease Area”), including the 1F and B1 floors and six (6) parking spaces on B3 of the Premises, with a total area of approximately 5,024.8 m². The specific boundaries of the Leased Area of this Agreement are shown in Exhibit 1 hereto, which correspond to the “Coupang Lease Area” set forth in Exhibit 1 of the Original Lease Agreement.
1.3 The Parties acknowledge and agree that, upon execution of this Agreement and Party B’s commencement of the lease of the Former Coupang Lease Area, Party A shall have leased the entirety of the Premises to Party B, and Party B shall thereafter enjoy full and exclusive rights of use and proceeds over the entire Premises.

 

Section 2: Lease Term

2.1 The lease term shall commence on December 1, 2025 and expire on October 31, 2040. Upon expiration, any renewal of the lease shall become effective only upon the execution of a separate written agreement. Party B shall not, on any ground, claim that this Agreement constitutes a lease of indefinite duration.
2.2 If either party wishes to renew the lease upon expiration, it shall notify the other party in writing at least three (3) months prior to the expiration date and obtain the other party’s consent. If Party A intends to lease the Premises to a third party, Party A shall give Party B thirty (30) days’ prior written notice and offer Party B the same terms as those offered to the third party, for Party B to exercise its right of first refusal. Party B shall, within ten (10) days after receipt of such notice, notify Party A whether it elects to lease. If Party B fails to respond within such period, it shall be deemed to have waived its right.
2.3 The period from November 1, 2025 to November 30, 2025 shall be a rent-free fit-out period, during which Party B may conduct decoration, installation of equipment, and other preparatory work for relocation to the new facility. Rent shall commence on the day immediately following the expiration of the rent-free fit-out period, i.e., December 1, 2025.
2.4 Party A agrees that upon expiration of the lease term, Party B shall have a right of first refusal to renew the lease on the same terms as those offered to any third party.

 

 

 

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Section 3: Rent

3.1 From December 1, 2025 through October 31, 2030, the monthly rent shall be NT$1,292,000 (exclusive of tax).
3.2 From November 1, 2030 through October 31, 2035, the monthly rent shall be NT$1,330,760 (exclusive of tax).
3.3 From November 1, 2035 through October 31, 2040, the monthly rent shall be NT$1,370,683 (exclusive of tax).
3.4 Payment Method: During the lease term of this Agreement, Party B shall remit the monthly rent by wire transfer to the bank account designated by Party A on the first (1st) day of each month. Within seven (7) business days after receipt of each rental payment, Party A shall issue a government-uniform invoice to Party B. The designated bank account of Party A is as follows:
l Account Name: International Games System Co., Ltd.
l Account Number: xxxxxxxxxxxxxx
l Bank: Taiwan Business Bank Co., Ltd., Wugu Branch

 

Section 4: Security Deposit

4.1 The security deposit shall be NT$2,584,000. Party B shall remit the security deposit into the bank account designated by Party A concurrently with the execution of this Lease Agreement. Upon receipt of such deposit, Party A shall immediately issue a receipt to Party B.
4.2 Upon expiration or termination of this Agreement, Party A shall return the security deposit to Party B, without interest, within seven (7) business days after Party B has duly vacated and returned the Premises in accordance with this Agreement. However, if Party B has any outstanding obligations, unpaid charges, or liabilities arising under this Agreement, Party A may, within five (5) business days following the termination of this Agreement, deduct such amounts directly from the security deposit upon confirmation by both Parties. Any remaining balance shall be refunded to Party B, and any deficiency shall be payable by Party B to Party A.
4.3 Party B shall not claim any right to set off or apply the security deposit against the rent payable under this Agreement.

 

Section 5: Restrictions on Use of the Premises and Allocation of Risk

5.1 Party B shall use the Premises for purposes duly approved by the competent industrial authorities. Party B shall not sublease, lend, or otherwise permit any third party to use all or any portion of the Premises in any disguised manner, nor shall Party B change the permitted use or engage in any activities in violation of applicable laws and regulations. If, prior to the execution of this Agreement, Party A has leased any portion of the Premises to a telecommunications operator for the installation of a base station, Party A shall, after the execution of this Agreement, remit to Party B fifty percent (50%) of the monthly rental income received from such telecommunications operator as rental income sharing.
5.2 Party A agrees that Party B may, at its own expense, undertake decoration, alteration, installation, or removal works with respect to the Premises, provided that such works shall not impair the structural integrity or safety of the building. Party B shall not, upon expiration or termination of this Agreement, claim any reimbursement or compensation from Party A for any such costs or expenses.
5.3 Party B shall not use the Premises in any manner that endangers public safety or health, or for any other improper or unlawful purpose.
5.4 During the lease term of this Agreement, Party B shall use the Premises with the care of a prudent administrator. The existing facilities within the Premises and common facilities within the leased area shall be maintained and repaired by Party A if damaged due to force majeure events, such as natural disasters or structural defects, including leakage. However, if any damage to the Premises or its facilities is caused by the willful misconduct or negligence of Party B, its employees, or any person permitted by Party B to use the Premises, Party B shall be responsible for repair and compensation for all resulting damages.

 

 

 

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Section 6: Allocation of Expenses

6.1 The house tax, land value tax, and any other taxes for which Party A is the statutory taxpayer, as well as water and electricity charges incurred prior to the delivery of the Premises to Party B, shall be borne by Party A. The stamp duty shall be borne separately by each of Party A and Party B.
6.2 From the date of delivery of the Premises to Party B, all water and electricity charges and all taxes and duties payable in connection with Party B’s business operations shall be solely borne by Party B.
6.3 Party A shall deliver the Premises to Party B on an “as-is” basis. Any additional facilities, including but not limited to electricity supply and air conditioning, shall be installed by Party B at its own expense.
6.4 This Agreement shall be notarized, and the notarial fees shall be borne equally by both parties.
6.5 The fire safety system and elevators shall be repaired and completed by Party A prior to delivery; thereafter, all filing and maintenance expenses in connection therewith shall be borne by Party B.
6.6 General public facility maintenance fees, wastewater treatment system usage fees, and any other charges levied by the New Taipei Industrial Park Management Center pursuant to the Statute for Industrial Innovation shall, based on the principle of user pays, be solely borne by Party B during the Lease Term. If Party B fails to make payment as required, resulting in the Management Center making a claim against Party A, such matter shall be handled in accordance with Section 4.2 hereof. The foregoing obligation shall not be affected by any undertaking letter executed by Party A with the Management Center agreeing to assume such fees.

 

Section 7: Termination and Remedies for Breach

7.1 If Party B is in arrears of rent for two (2) months or more and fails to cure such default within the period specified in a written demand for payment, Party A may terminate this Agreement and forfeit the security deposit as liquidated damages. If Party B violates Section 5 or Section 6 of this Agreement, or otherwise fails to perform any obligations hereunder in a manner that materially impairs the performance of this Agreement, and fails to cure such violation within a reasonable period specified in a written notice from Party A, Party A may terminate this Agreement at any time by written notice. Party B shall be liable for all damages suffered by Party A as a result thereof. If Party B wishes to terminate this Agreement prior to the expiration of the lease term, it shall provide six (6) months’ prior written notice to Party A and pay Party A liquidated damages equivalent to three (3) months’ rent.
7.2 Party A shall not terminate this Agreement prior to the first eight (8) years of the lease term of this Agreement. From the ninth (9th) year of the lease term onward, if Party A wishes to terminate this Agreement, Party A shall give twelve (12) months’ prior written notice to Party B and pay Party B an amount equivalent to three (3) months’ rent.
7.3 This Agreement may also be terminated at any time by mutual written agreement of the parties.
7.4 If Party B, upon expiration of the lease term or termination of this Agreement by mutual agreement, fails to duly vacate and return the Premises as required, Party B shall, from the day immediately following the expiration or termination date until the date the Premises are returned, pay Party A, for each day of delay, a punitive contractual penalty in an amount equal to twice the daily rent derived from the monthly rent.

 

 

 

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Section 8: Return of the Premises upon Expiration or Termination

8.1 Upon expiration of the lease term or termination of this Agreement, Party B shall remove all of its production machinery and equipment, clean and tidy up the Premises, and return and deliver possession of the Premises to Party A in its then-existing condition at the time of such expiration or termination.
8.2 If the structure of the building, the flooring, or any ancillary facilities are damaged due to the use by Party B, its employees, or any person permitted by Party B to use the Premises, and such damage has not been repaired, the repair costs shall be borne by Party B. However, damages caused by natural disasters, ordinary wear and tear, or other reasons not attributable to Party B shall be excluded.
8.3 Any items remaining in the Premises belonging to Party B shall be deemed abandoned property, which Party A may dispose of at its sole discretion. The costs of removal and disposal shall be borne by Party B.
8.4 Party B shall relocate or deregister its company registration, factory registration, business license, or any other related registrations from the Premises, and provide Party A with copies of the relevant deregistration or relocation documents for Party A’s records.
8.5 Any expenses incurred by Party A due to Party B’s failure to comply with the obligations under this Section may be deducted directly from the security deposit. If the security deposit is insufficient, Party A may claim the deficiency from Party B.

 

Section 9: Miscellaneous Provisions

9.1 Insurance: The factory building owned by Party A, together with the existing facilities owned by Party A, and the machinery and goods owned by Party B, shall each be separately insured by the respective party as it deems necessary. Party A does not guarantee that any insurer will agree to provide coverage for machinery, raw materials, finished products, semi-finished products, equipment, or any other movable property located within the Premises.
9.2 Party A shall cooperate in providing all documents necessary for Party B’s company and factory registration. The parties further agree that the respective addresses of the parties as set forth in this Agreement shall serve as their correspondence addresses. If any party changes its address without notifying the other party, refuses to accept delivery, or otherwise causes failure of delivery for reasons attributable to such party, the date of the first mailing or notice sent by the other party shall be deemed the date of receipt.
9.3 After delivery of the Premises to Party B, if Party A transfers ownership of the Premises to a third party, this Agreement shall remain binding upon and enforceable against the transferee.
9.4 If Party A intends to sell the Premises, Party A shall first inquire whether Party B is willing to purchase. Before Party A executes a sale and purchase agreement transferring ownership of the Premises to any third party, Party A shall give prior notice to Party B, and Party B shall have the right of first refusal to purchase the Premises on the same terms and conditions.

 

Section 10: Miscellaneous and Governing Court

10.1 Any matters not provided for in this Agreement shall be governed by the provisions of Part II, Chapter II, Section V of the Civil Code (Leases) and other applicable laws and regulations.
10.2 The parties agree that the notarial deed shall expressly provide that the following matters shall be subject to direct compulsory enforcement: upon expiration of the lease term, if Party B fails to vacate and deliver the Premises as required, or fails to pay rent or penalties as set forth in this Agreement, or if Party A fails to return the security deposit as required, compulsory enforcement may be executed directly.
10.3 In the event of any litigation arising out of or in connection with this Agreement, the parties agree that the Taiwan New Taipei District Court shall have jurisdiction as the court of first instance.

 

This Agreement is executed in three (3) originals, one (1) of which shall be held respectively by Party A, Party B, and the Notary Public, and shall become effective as of the date of execution hereof.

 

 

 

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Signature of the Parties

 

Party A (Lessor): International Games System Co., Ltd.

Unified Business Number: 23519738

Telephone: 2299-1566  Fax: 2299-1716

Address: No. 130, Wugong Road, Wugu District, New Taipei City, Taiwan

Responsible Person: LI, KO-CHU    National ID No.:

Contact Person: CHUANG, FU-HUI    Mobile:

 

 

 

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

Unified Business Number: 28410552

Telephone: Fax:

Address: No. 18, Gong 4th Road, Linkou District, New Taipei City, Taiwan

Responsible Person: LIN, CHIH-HSIANG   National ID No.:

Mobile:

 

 

Date: October 28, 2025

 

 

 

 

 

 

 

 

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Exhibit 1: Leased Area of this Agreement (B1–1F, with a total leased area of 5,024.8 m², including common facilities — corresponding to the Former Coupang Lease Area)

Figure 1: Factory 1F – Area outlined in red, now leased by Party B.

 

Figure 2: Factory B1 – Entire floor now leased by Party B.

 

Figure 3: Factory B3 – Six (6) parking spaces outlined in red, now leased by Party B.

 

 

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