UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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):
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 |
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 7.01 | Regulation FD Disclosure |
On July 28, 2023, the Company issued a press release announcing inducement grants under the Applied Optoelectronics, Inc. 2023 Equity Inducement Plan (the “Inducement Plan”), which was adopted by the Board of Directors of Applied Optoelectronics, Inc. (the “Company”) on July 28, 2023 without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Inducement Plan provides for the grant of restricted stock units and other types of equity-based incentive compensation to individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.
The terms and conditions of the Inducement Plan are substantially similar to the Company’s 2021 Equity Incentive Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award rules.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated July 28, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||
| Senior Vice President and Chief Legal Officer | ||
Date: July 28, 2023
Exhibit 99.1
Applied Optoelectronics Announces Equity Grants To Employees Under Inducement Plan
July 28, 2023
SUGAR LAND, Texas, July 28, 2023 (GLOBE NEWSWIRE) -- Applied Optoelectronics, Inc. (NASDAQ: AAOI), a leading provider of fiber-optic access network products for the cable broadband, internet datacenter, telecom and fiber-to-the-home (FTTH) markets, today announced that that the Compensation Committee of its Board of Directors granted inducement awards for 102,605 shares of common stock to 7 new employees, pursuant to the Applied Optoelectronics, Inc. 2023 Equity Inducement Plan (the “Inducement Plan”).
The Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of Applied Optoelectronics, or following a bona fide period of non-employment, as an inducement material to such individuals’ entering into employment with Applied Optoelectronics, pursuant to Nasdaq Listing Rule 5635(c)(4).
The inducement awards are comprised of restricted stock units which vest over a four-year period, subject to the employee’s continued service on the applicable vesting dates. The restricted stock units are subject to the terms and conditions of the Inducement Plan and restricted stock unit agreements covering the grants.
About Applied Optoelectronics
Applied Optoelectronics Inc. (AOI) is a leading developer and manufacturer of advanced optical products, including components, modules and equipment. AOI's products are the building blocks for broadband fiber access networks around the world, where they are used in the CATV broadband, internet datacenter, telecom and FTTH markets. AOI supplies optical networking lasers, components and equipment to tier-1 customers in all four of these markets. In addition to its corporate headquarters, wafer fab and advanced engineering and production facilities in Sugar Land, TX, AOI has engineering and manufacturing facilities in Taipei, Taiwan and Ningbo, China. For additional information, visit www.ao-inc.com.
Investor Relations Contacts:
The Blueshirt Group, Investor Relations Lindsay Savarese
+1-212-331-8417
ir@ao-inc.com
Cassidy Fuller
+1-415-217-4968
ir@ao-inc.com