UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 |
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) | ||||||