Applied Optoelectronics Files 8-K on Definitive Agreement

TL;DR

AOI filed an 8-K on 12/18/24 detailing a material agreement, financial obligations, and equity sales.

AI Summary

On December 18, 2024, Applied Optoelectronics, Inc. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities, suggesting potential capital raising or debt issuance activities.

Why It Matters

This filing indicates significant corporate actions by Applied Optoelectronics, Inc., potentially impacting its financial structure and equity, which investors should monitor.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Applied Optoelectronics, Inc. (company) — Registrant
• December 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, Par value $0.001 AAOI NASDAQ Global Market Indicate
• $76.7 million — "2026 Notes") to exchange approximately $76.7 million principal amount of the 2026 Notes for
• $125.0 million — gregate consideration consisting of (i) $125.0 million aggregate principal amount of 2.75% Con
• $89.6 thousand — "Common Stock") and (iii) approximately $89.6 thousand of cash in aggregate, representing accr
• $33.97 — of Common Stock, at a purchase price of $33.97 per share, in a registered direct offer
• $33,636,846 — ering are estimated to be approximately $33,636,846 , after deducting placement agent fees

Filing Documents

• tm2431223d4_8k.htm (8-K) — 45KB
• tm2431223d4_ex1-1.htm (EX-1.1) — 150KB
• tm2431223d4_ex5-1.htm (EX-5.1) — 10KB
• tm2431223d4_ex10-1.htm (EX-10.1) — 148KB
• tm2431223d4_ex99-1.htm (EX-99.1) — 14KB
• tm2431223d4_ex99-2.htm (EX-99.2) — 17KB
• tm2431223d4_ex5-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-130522.txt ( ) — 654KB
• aaoi-20241218.xsd (EX-101.SCH) — 3KB
• aaoi-20241218_lab.xml (EX-101.LAB) — 33KB
• aaoi-20241218_pre.xml (EX-101.PRE) — 22KB
• tm2431223d4_8k_htm.xml (XML) — 3KB

01 and Item 3.02

Item 1.01 and Item 3.02. The issuance of the 2030 Notes and the Exchange Shares pursuant to the Exchanges are being made in transactions exempt from registration pursuant to Section 3(a)(9) and 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"). This Current Report on Form 8-K is not an offer to sell any securities of the Company and is not soliciting an offer to buy such securities in any state where such offer and sale is not permitted. The offer and sale of the 2030 Notes, the Exchange Shares and the shares of Common Stock issuable upon conversion of the 2030 Notes have not been registered under the Securities Act, and the 2030 Notes, the Exchange Shares and the shares issuable upon conversion of the 2030 Notes may not be offered or sold without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws, or in transactions not subject to those registration requirements. Placement Agency Agreement On December 18 , 2024, the Company entered into a Placement Agency Agreement (the "Placement Agency Agreement") with Raymond James & Associates, Inc. to act as the sole placement agent (the "Placement Agent") in connection with the issuance of an aggregate of 1,036,458 shares of Common Stock, at a purchase price of $33.97 per share, in a registered direct offering to the Noteholders (the "Registered Direct Offering"). Pursuant to the Placement Agency Agreement, the Placement Agent is entitled to a fee equal to an aggregate of 3% of the proceeds received by the Company in the Registered Direct Offering. The Registered Direct Offering was made pursuant to an automatic shelf registration statement on Form S-3ASR (Registration File No. 333-283905), which was filed with the U.S. Securities and Exchange Commission (the "Commission") on December 18, 2024 and became effective immediately upon filing. A prospectus supplement and accompanying prospectu

01. Regulation FD

Item 7.01. Regulation FD Disclosure. On December 18, 2024, the Company issued a press release announcing the launch of the Registered Direct Offering and the Exchanges. The full text of the press release is attached as Exhibit 99.1, and is incorporated herein by reference. On December 19, 2024, the Company issued a press release announcing the pricing of the Registered Direct Offering and the Exchanges. The full text of the press release is attached as Exhibit 99.2, and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD. Item 8.01 Other Events. The Registered Direct Offering was made pursuant to an automatic shelf registration statement on Form S-3ASR (Registration File No. 333-283905), which was filed with the Commission on December 18, 2024 and became effective immediately upon filing. A prospectus supplement and accompanying prospectus relating to the Registered Direct Offering have been filed with the Commission. The opinion of counsel for the Company is included as Exhibit 5.1 to this Current Report on Form 8-K. Forward-Looking Information This Current Report on Form 8-K contains forward-looking statements within the meaning of the P

SIGNATURES

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. APPLIED OPTOELECTRONICS, INC. Date: December 20, 2024 By: /s/ David C. Kuo Name: David C. Kuo Title: Senior Vice President and Chief Legal Officer

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View this 8-K filing on SEC EDGAR