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): June 17, 2021
NEOPHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35061 | | 94-3253730 |
| (State of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
NeoPhotonics Corporation
3081 Zanker Road
San Jose, California 95134
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (408) 232-9200
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:
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| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: |
| Common Stock, $0.0025 par value | NPTN | New York Stock Exchange |
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)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 17, 2021, NeoPhotonics (China) Co., Ltd., ("NeoPhotonics China"), a subsidiary of NeoPhotonics Corporation (the “Company”), entered into a Credit Line Agreement (the “Credit Agreement”) with Shanghai Pudong Development Bank Shenzhen Branch (“SPDB”) providing for a line of credit to NeoPhotonics China in an amount of RMB 120,000,000 (approximately $18.7 million). On June 17, 2021, NeoPhotonics Dongguan Co., Ltd (“NeoPhotonics Dongguan”), also a subsidiary of the Company, entered into a Credit Agreement with SPDB providing for a line of credit to NeoPhotonics Dongguan in an amount of RMB 30,000,000 (approximately $4.7 million). These two agreements have superseded the previous credit line agreements entered into by NeoPhotonics China and NeoPhotonics Dongguan, respectively, with SPDB and have extended the expiration date of the credit line facilities from November 20, 2021 to February 23, 2022.
The foregoing description of the SPDB Credit Agreements are not intended to be complete and is qualified in its entirety by reference to the full text of the SPDB Agreements, which are filed as exhibits hereto.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth above and referenced under Item 1.01 relating to the SPDB Agreements is hereby incorporated by reference into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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| Exhibit Number | | Description | |
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| 10.1 | | | |
| 10.2 | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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Signature
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.
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| Date: June 22, 2021 | NEOPHOTONICS CORPORATION |
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| | By: | /S/ ELIZABETH EBY |
| | | Elizabeth Eby |
| | | Senior Vice President, Finance and Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
