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 28, 2022

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 28, 2022, NeoPhotonics (China) Co., Ltd., (“NeoPhotonics China”), a subsidiary of NeoPhotonics Corporation (the “Company”), entered into a Credit Line 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 $17.8 million). On July 28, 2022, NeoPhotonics Dongguan Co., Ltd (“NeoPhotonics Dongguan”), also a subsidiary of the Company in China, entered into a Credit Line Agreement with SPDB providing for a line of credit to NeoPhotonics Dongguan in an amount of RMB 30,000,000 (approximately $4.4 million) (collectively, the “SPDB Credit Line Agreements”). The prior credit line agreements entered into by NeoPhotonics China and NeoPhotonics Dongguan, respectively, with SPDB in June 2021 have expired pursuant to their terms, and the new credit line agreements are intended to replace the expired agreements.

The foregoing description of the SPDB Credit Line Agreements is not intended to be complete and is qualified in its entirety by reference to the full text of the SPDB Credit Line 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 Credit Line Agreements is hereby incorporated by reference into this Item 2.03.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit Number		Description

10.1		Credit Line Agreement dated July 29, 2022, by and between NeoPhotonics (China) Co., Ltd. and Shanghai Pudong Development Bank Shenzhen Branch (Translation to English of Chinese original agreement).

10.2		Credit Line Agreement, dated July 29, 2022, by and between NeoPhotonics Dongguan Co., Ltd. and Shanghai Pudong Development Bank Shenzhen Branch (Translation to English of Chinese original agreement).

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.


	NEOPHOTONICS CORPORATION

Date: August 2, 2022	By:	/S/ ELIZABETH EBY
		Elizabeth Eby
		Senior Vice President, Finance and Chief Financial Officer

		(Principal Financial and Accounting Officer)

NEOPHOTONICS CORP 8-K