应用光电美股招股说明书(2025-04-25版)

APPLIED OPTOELECTRONICS, INC. 7,945,399 Shares ofCommon Stock This prospectus supplement relates to the offer and resale, from time to time, of up to7,945,399 shares of our common stock, par value $0.001 per share (the “common stock”), thatmay be issuable upon exercise of the warrant (the “warrant”) held by the selling securityholder(the “selling securityholder”) identified in this prospectus supplement. The exercise price, and therefore the number of shares of our common stock issuable tothe selling securityholder upon exercise of the warrant, is subject to adjustment in certaincircumstances. Accordingly, the number of shares of our common stock issuable with respectto the warrant may increase or decrease. We are not offering or selling any shares of our common stock under this prospectussupplement and will not receive any proceeds from the sale of shares of our common stockcovered by this prospectus supplement. We will pay all expenses of the registration of thecommon stock and certain other fees and expenses incident to the registration of shares of ourcommon stock. The selling securityholder will act independently in making decisions with respect to thetiming, manner and size of any sale or non-sale related transfer. Our registration of thesecurities covered by this prospectus supplement does not mean that the selling securityholderwill offer or sell any of the shares of our common stock offered hereby. The sellingsecurityholder may sell the securities in one or more transactions at the market price for ourcommon stock prevailing at the time of sale, a price related to the prevailing market price, anegotiated price or such other price as the selling securityholder determines from time to time.See “Plan of Distribution.” Our common stock is listed on the NASDAQ Global Market (“NASDAQ”) under thesymbol “AAOI.” On April 24, 2025, the closing price of our common stock on NASDAQ was$12.79 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-4 ofthis prospectus supplement and in the documents incorporated by reference in this prospectussupplement and the accompanying prospectus for a description of risks you should consider whenevaluating such investment. Neither the Securities and Exchange Commission (the “SEC”) nor any state, provincial orterritorial securities commission, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement and the prospectus to which it relatesare truthful and complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is April 25, 2025. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiSUMMARYS-1RISK FACTORSS-4USE OF PROCEEDSS-4SELLING SECURITYHOLDERS-4PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-8WHERE YOU CAN FIND MORE INFORMATIONS-8INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-8 Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, whichdescribes the specific terms of this offering and the securities offered hereby. The second partis the accompanying prospectus, which gives more general information about us and thesecurities that we may offer from time to time. This prospectus supplement also adds, updatesand changes information contained in the accompanying prospectus. If there is anyinconsistency between the information in this prospectus supplement and the accompanyingprospectus, you should rely on the information in this prospectus supplement. This prospectussupplement, the accompanying prospectus and the documents incorporated into each byreference include important information about us, the common stock being offered and otherinformation you should know before investing. You should read this prospectus supplementand the accompanying prospectus together with the additional information described under theheading, “Where You Can Find More Information” before investing in our common stock. Any statement in this prospectus supplement or in a document incorporated or deemed tobe incorporated by reference in this prospectus supplement will be deemed to be modified orsuperseded for purposes of this prospectus supplement to the extent that a statement containedherein or in any other subsequently filed document that is also incorporated or deemedincorporated by reference in this prospectus supplement modifies or supersedes that statement.Any statement so modified or superseded will not be deemed, except as so modified orsuperseded, to constitute a part of this prospectus supplement. See “Incorporation of CertainDocuments by Reference” in this prospectus supplement. In this prospectus supplement and the accompanying prospectus, references to the“Company,” “AAOI,” “we,” “our,” or “us” mean Applied Optoelectronics, Inc. together withits consolidated subsidiaries, excep