UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2014

OR



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from to



Commission File Number: 001-36083



Applied Optoelectronics, Inc.

(Exact name of registrant as specified in
its charter)



|Delaware                                                       | 76-0533927                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)



13115 Jess Pirtle Blvd.

Sugar Land, TX 77478

(Address of principal executive offices)



(281) 295-1800

(Registrant’s telephone number)



Securities registered pursuant to Section 12(b)
of the Act:



|(Title of each class)          |  | (Name of each exchange on which registered)
|------------------------------ |  | -------------------------------------------
|Common Stock, Par value $0.001 |  | NASDAQ Global Market                       



Securities registered pursuant to Section 12(g)
of the Act: None



Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act of 1933 Yes o No x



Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act Yes o No x



Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No o



Indicate by check mark whether the Registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files). Yes x No o



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x



Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):



|Large accelerated filer |  | o                                              |  | Accelerated filer         |  | x
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|                        |  |                                                | 
|Non-accelerated filer   |  | o(Do not check if a smaller reporting company) |  | Smaller reporting company |  | o



Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes o No x



As of June 30, 2014, the aggregate market value of the voting common
stock held by non-affiliates of the Registrant was approximately $332.7 million based upon the closing sales price of the Registrant’s
common stock as reported on the NASDAQ Global Markets on June 30, 2014 of $23.20 per share. Shares of common stock held by officers,
directors and holders of more than ten percent of the outstanding common stock have been excluded from this calculation because
such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
of other purposes.



As of March 2, 2015, the Registrant had 14,887,794 outstanding shares
of Common Stock.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrant’s definitive Proxy Statement for
the Registrant’s 2014 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form
10-K to the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation
14A not later than 120 days of the Registrant’s fiscal year ended December 31, 2014.













EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this
“Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed on
March 5, 2015 (the “Original 10-K”), of Applied Optoelectronics, Inc., a Delaware corporation (the “Company”
or “we”). We are filing this Amendment solely to correct an inadvertent error on the cover page of the Original 10-K
in which the box identifying the Company as a non-accelerated filer was incorrectly checked. The error has been corrected in this
Amendment by checking the “Accelerated filer” box on the cover page. This Amendment does not reflect events occurring
after March 5, 2015 or otherwise modify or update the disclosures set forth in the Original 10-K, including the financial statements
and notes thereto included in the Original 10-K.



































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Part
IV



Item 15. Exhibits, Financial Statements Schedules



The following documents are filed as part of this report:



(a)         Exhibits



See the Exhibit Index which follows the signature page of this Amendment, which is incorporated herein by reference.









































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SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 14, 2015.





| | APPLIED OPTOELECTRONICS, INC.
| | -----------------------------
| |                              
| | By:                          







































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INDEX TO EXHIBITS



|Number |  | Exhibit Description
|------ |  | -------------------
|       |  |                    
|31.1   |  |                    
|       |  |                    
|31.2   |  |                    
|       |  |                    
|32.1   |  |                    

































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