8-K

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): July 27, 2021

NEOPHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

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:

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)

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 27, 2021, NeoPhotonics Dongguan Co., Ltd. (the “Neo-Dongguan”), a wholly owned subsidiary of NeoPhotonics Corporation (the “Company”), with an effective date of July 27, 2021, entered into a lease term extension with Dongguan Conrad Hi-Tech Park, Ltd. (the “Landlord”), to lease approximately 7,824 square meters of office space and production factory located at Section B, B9 Conrad Hi-Tech Park, South Section of Chang Nan Road, Shang-sha Village, Zhen’an, Chang’An Town, Dongguan City, Guangdong Province, China (the "Lease").

Upon commencement of the Lease, the Lease has a term from June 1, 2021 through May 31, 2026, with a monthly rental rate of approximately RMB 141,000 ($21,700), escalating to a maximum monthly rental rate of approximately RMB 180,000 ($27,800). Neo-Dongguan must also pay a fixed monthly service fee of approximately RMB 47,000 ($7,200) throughout the term of the Lease. The total amount of payments to be made under the Lease is approximately RMB 12 million ($1.9 million).

The foregoing summary of the Lease is not complete and is qualified in its entirety by reference to the Lease, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information in Item 1.01 above relating to the Lease is incorporated by reference into this Item 2.03.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: July 29, 2021	NEOPHOTONICS CORPORATION
	By:	/S/  ELIZABETH EBY
		Elizabeth Eby
		Senior Vice President, Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Cover Page	Jul. 27, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 27, 2021
Entity Registrant Name	NEOPHOTONICS CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35061
Entity Tax Identification Number	94-3253730
Entity Address, Address Line One	3081 Zanker Road
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	232-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0025 par value
Trading Symbol	NPTN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001227025
Amendment Flag	false