UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~Report (Date of earliest event reported): July 2928, 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

~~Not~~Check ~~Applicable~~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):

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	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	TradingSymbol(s)	Name of each exchange on which registered
Title of each class:	Trading symbol(s):	Name of each exchange on which registered:
Common Stock, par value of $0.0025 per share	NPTN	New York Stock Exchange
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~~ITEM 81.01. ~~Other~~ENTRY ~~Events~~INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 2928, 2022, NeoPhotonics ~~Corporation~~(China) Co., Ltd., (“NeoPhotonics China”), ~~and~~a ~~Lumentum~~subsidiary ~~Holdings~~of ~~Inc.~~NeoPhotonics Corporation (the “~~Lumentum~~Company”), ~~issued~~entered into a ~~joint~~Credit ~~press~~Line ~~release~~Agreement ~~announcing~~with ~~that~~Shanghai ~~antitrust~~Pudong ~~clearance~~Development ~~has~~Bank ~~been~~Shenzhen ~~obtained~~Branch ~~from~~(“SPDB”) ~~the~~providing ~~State~~for ~~Administration~~a ~~for~~line ~~Market~~of ~~Regulation~~credit ~~(SAMR)~~to ofNeoPhotonics ~~the~~China ~~People’s~~in ~~Republic~~an amount of ~~China~~RMB ~~for~~120,000,000 ~~the~~(approximately ~~previously~~$17.8 ~~announced~~million). ~~pending~~On ~~acquisition~~July 28, of2022, NeoPhotonics byDongguan ~~Lumentum~~Co., ~~pursuant~~Ltd to(“NeoPhotonics ~~the~~Dongguan”), ~~terms~~also a subsidiary of the Company in China, entered into a Credit Line Agreement ~~and~~with ~~Plan~~SPDB providing for a line of ~~Merger,~~credit ~~dated~~to asNeoPhotonics Dongguan in an amount of ~~November 3~~RMB 30,000,000 ~~2021~~(approximately $4.4 million) (collectively, the “~~Merger~~SPDB ~~Agreement~~Credit Line Agreements”),. byThe ~~and~~prior ~~among~~credit ~~Lumentum,~~line agreements entered into by NeoPhotonics, China and ~~Neptune~~NeoPhotonics ~~Merger Sub~~Dongguan, ~~Inc.~~respectively, awith ~~wholly~~SPDB ~~owned~~in ~~subsidiary~~June of2021 ~~Lumentum.~~have ~~The~~expired ~~pending~~pursuant ~~acquisition~~to oftheir ~~NeoPhotonics~~terms, byand ~~Lumentum~~the ~~pursuant~~new tocredit ~~the~~line ~~Merger~~agreements ~~Agreement~~are isintended ~~expected~~ to ~~close~~replace onthe orexpired ~~about August 3, 2022~~agreements.

The foregoing description isof ~~qualified~~the inSPDB ~~its~~Credit ~~entirety~~Line byAgreements ~~reference~~is not intended to ~~the~~be ~~joint~~complete ~~press~~and ~~release~~is ~~issued~~qualified byin ~~NeoPhotonics~~its ~~and~~entirety ~~Lumentum,~~by ~~dated~~reference ~~July 29,~~to ~~2022,~~the afull ~~copy~~text of ~~which~~the isSPDB ~~attached~~Credit ~~hereto~~Line asAgreements, ~~Exhibit~~which ~~99.1~~are ~~and~~filed isas ~~incorporated~~exhibits ~~by reference herein~~hereto.

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

~~This~~The communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information ~~related~~set toforth ~~the~~above proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the proposed transaction and ~~our~~referenced ~~expectations,~~under ~~strategy,~~Item ~~plans or intentions regarding it~~1.01 ~~Forward-looking~~relating ~~statements in this communication include, but are not limited~~ to, ~~(i) expectations regarding~~ the ~~timing,~~SPDB ~~completion~~Credit ~~and~~Line ~~expected~~Agreements ~~benefits~~is ofhereby ~~the~~incorporated ~~proposed~~by ~~transaction,~~reference ~~(ii) plans,~~into objectives and intentions with respect to future operations, customers and the market, and (iii) the expected impact of the proposed transaction on the business of the parties. Expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include the risk that the transaction may not be completed in a timely manner or at all; the effect of the announcement or pendency of the transaction on our business relationships, results of operations and business generally; risks that the proposed transaction disrupts current plans and operations; the risk of litigation and/or regulatory actions related to the proposed transaction; potential impacts of the Covid-19 pandemic; changing supply and demand conditions in the industry; and general market, political, economic and business conditions. The forward-looking statements contained in this ~~communication~~Item are also subject to other risks and uncertainties, including those more fully described in filings with the Securities and Exchange Commission, including reports filed on Form 10-K, 10-Q and 8-K and in other filings made by NeoPhotonics and Lumentum with the SEC from time to time and available at www2.~~sec~~03.~~gov.~~ These forward-looking statements are based on current expectations, and with regard to the proposed transaction, are based on NeoPhotonics and Lumentum’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by NeoPhotonics and Lumentum, all of which are subject to change. The parties undertake no obligation to update the information contained in this communication or any other forward-looking statement.

~~Item~~ITEM 9.01. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS ~~and~~AND ~~Exhibits~~EXHIBITS.

(d) Exhibits.

ExhibitNo.		Description
ExhibitNumber		Description
99.1		Joint Press Release of NeoPhotonics Corporation and Lumentum Holdings Inc., dated July 29, 2022.
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).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
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).

~~Signature~~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: July 29, 2022	By:	/s/ Elizabeth Eby
Date: August 2, 2022	By:	/S/ ELIZABETH EBY
		Elizabeth Eby
		Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
		Senior Vice President, Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Filing Compare · NEOPHOTONICS CORP