Applied Optoelectronics, Inc. (AAOI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On November11, 2016, Applied Optoelectronics,Inc. (the Company)
entered into an Equity Distribution Agreement (the Agreement)
with Raymond James Associates,Inc. (the Sales Agent) to which the
Company may issue and sell shares of the Companys common stock,
par value $0.001 per share (the Shares) having an aggregate
offering price of up to $50 million from time to time through the
Sales Agent.

Upon delivery of a placement notice and subject to the terms and
conditions of the Agreement, sales, if any, of the Shares will be
made through the Sales Agent in transactions that are deemed to
be at the market offerings as defined in Rule415 of the
Securities Act of 1933, as amended (the Securities Act),
including sales made through the facilities of the NASDAQ Global
Market, the principal trading market for the Companys common
stock, on any other existing trading market for the Companys
common stock, to or through a market maker or as otherwise agreed
by the Company and the Sales Agent. In the placement notice, the
Company will designate the maximum number of Shares to be sold
through the Sales Agent, the time period during which sales are
requested to be made, the minimum price for the Shares to be
sold, and any limitation on the number of Shares that may be sold
in any one day. Subject to the terms and conditions of the
Agreement, the Sales Agent will use its commercially reasonable
efforts to sell Shares on the Companys behalf up to the
designated amount specified in the placement notice. The Company
has no obligation to sell any Shares under the Agreement and may
at any time suspend offers and sales of the Shares under the
Agreement.

The Agreement provides that the Sales Agent will be entitled to
compensation of up to 2.0% of the gross sales price of the Shares
sold through the Sales Agent from time to time. The Company has
also agreed to reimburse the Sales Agent for certain specified
expenses in connection with the registration of Shares under
state blue sky laws and any filing with, and clearance of the
offering by, the Financial Industry Regulatory Authority Inc.,
not to exceed $10,000 in the aggregate, and any associated
application fees incurred. Additionally, if the Agreement is
terminated under certain circumstances, and the Company fails to
sell a minimum amount of the Shares as set forth in the
Agreement, then the Company has agreed to reimburse the Sales
Agent for reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of counsel incurred by the
Sales Agent, up to a maximum of $30,000 in the aggregate. The
Company agreed to indemnify the Sales Agent against certain
liabilities, including liabilities under the Securities Act, or
to contribute to payments that the Sales Agent may be required to
make because of any of those liabilities.

The offering to the Agreement will terminate upon the sale of all
Shares subject to the Agreement. The Agreement may also be
terminated by the Company or by the Sales Agent at any time.

The Shares to be issued and sold have been registered under the
Securities Act, to the Companys shelf registration statement on
FormS-3 (Registration No.333-214146) (the Registration
Statement), which was declared effective by the Securities and
Exchange Commission on November1, 2016, including the prospectus
contained therein, as supplemented by the prospectus supplement
filed with the Securities and Exchange Commission to
Rule424(b)under the Securities Act on November14, 2016.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreement, which is filed as Exhibit1.1 to
this Current Report on Form8-K and incorporated herein by
reference.

About Applied Optoelectronics, Inc. (AAOI)