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Form 8-K

sec.gov

8-K — AXT INC

Accession: 0001213900-26-113058

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0001051627

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309774-8k_axt.htm (Primary)

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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): October 27, 2026

AXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-24085

94-3031310

(State or other jurisdiction

of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4281 Technology Drive

Fremont,

California 94538

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number,

including area code: (510) 438-4700

Not Applicable

(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 (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))

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. ☐

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

AXTI

The NASDAQ

Stock Market LLC

Introductory Note

References to “AXT”

refer to AXT, Inc. and references to “Tongmei” refer to Beijing Tongmei Xtal Technology Co., Ltd. For purposes of this report,

amounts in Renminbi, or RMB, have been translated into approximate amounts in U.S. dollars solely for the convenience of the reader.

Item 1.01 Entry into a Material Definitive

Agreement

On October 27, 2026, Tongmei and AXT, as Tongmei’s controlling shareholder, entered into a Share Subscription Agreement, a Supplemental

Agreement (Investor’s Rights Agreement) and a Redemption Support Agreement (collectively, the “Agreements”) with BNK-B3

HK Holdings Limited, a limited liability company duly established and validly existing under the laws of Hong Kong, which entity is managed

by a leading Asia asset manager (the “Lead Investor”), and certain institutional investors, including an institutional investor

who is an affiliate of an existing customer (collectively, the “Investors”). The Agreements provide for an investment by the

Investors of a minimum of RMB 1,912,350,000 (approximately US$285 million) (the “Minimum Amount”) and up to a maximum of RMB

3,668,639,053.25 (approximately US$545 million) (the “Maximum Amount”) in the ordinary shares of Tongmei, subject to customary

closing conditions. Concurrently with the Agreements, AXT agreed to recapitalize Tongmei by subscribing for 342,998,797 ordinary shares

for the RMB equivalent of US$400 million on or prior to the closing of transactions contemplated by the Agreements. Tongmei intends to

use the proceeds for further expansion of its manufacturing capacity for its indium phosphide semiconductor substrates, expansion of its

principal business operations, capital expenditures and general working capital. Assuming the Maximum Amount of the investment, AXT will

own approximately 73.40% of Tongmei following the consummation of the transaction.

The investment in Tongmei by the Investors will occur in one or more closings. Under the Supplemental Agreement (Investor’s Rights

Agreement), Tongmei, AXT and the Investors undertake to use their reasonable best efforts to achieve a Qualified IPO (as defined below)

of Tongmei as soon as possible after the closing. The closing of the Minimum Amount is subject to a number of customary conditions, including,

but not limited to, receipt of required filings from applicable Governmental Authorities (as defined in the Agreements). Additional institutional

investors consisting of strategic partners designated by Tongmei and Tongmei-approved designees of the Lead Investor, may participate

in the offering within the Maximum Amount on the same price and terms, provided that the closing of the purchase of shares by such designated

investors is completed by December 31, 2026. If closing(s) for the Minimum Amount by the Investors have not occurred by December 20,

2026, the Share Subscription Agreement will terminate, although the parties agreed to reasonably consider an extension if required approvals

by Governmental Authorities, as defined in the Agreements are still pending. Subject to the termination provisions of the Share Subscription

Agreement, the Lead Investor may also terminate the Share Subscription Agreement before closing if Tongmei or AXT materially breaches

any of the Agreements and fails to cure such breach within fifteen (15) business days, or if their representations are not true in all

material respects. No assurance can be given that the Investors will invest the Maximum Amount, or that any closing will occur.

Investor Rights. Under

the Supplemental Agreement (Investor’s Rights Agreement), the Lead Investor will have the right to nominate one (1) director (the

“Investor Director”) to Tongmei’s nine (9) member board, and AXT will nominate the other eight (8) directors. The Lead

Investor will have the right to consent to certain customary transactions that may have an adverse effect on the Investors’ investment

as provided for in such agreement and will have certain information and inspection rights so long as the Investors collectively hold more

than 4.5% of Tongmei’s ordinary shares. The Investors will also have certain preemptive rights if Tongmei proposes to issue additional

securities, which exclude securities that may be issued in connection with a Qualified IPO, pursuant to an equity incentive plan, or in

a transaction whose primary purpose is not fundraising as approved by the board (including the Investor Director). The Investors will

also have a liquidation preference on a sale or liquidation of Tongmei and priority on Tongmei profit distributions.

1

Redemption Rights.

Under the Supplemental Agreement (Investor’s Rights Agreement), each Investor has the right, but not the obligation, to require

Tongmei to redeem its shares if (i) Tongmei has not completed a Qualified IPO by the three (3)-year anniversary of the closing date, (ii)

any of the following occurs and has resulted in, or would reasonably be expected to result in, a material adverse effect that is not cured

within fifteen (15) business days: (A) a material breach by Tongmei or AXT of a transaction document, (B) a material violation of applicable

law by Tongmei (or certain of its subsidiaries) or AXT (or any of its subsidiaries), or (C) a final conviction of a criminal offense by

(x) any officer, director or employee of Tongmei arising out of the operations and/or business of Tongmei, or (y) Tongmei, any of its

subsidiaries or AXT in connection with their respective operations and/or business; (iii) Tongmei becomes bound, without the Lead Investor’s

consent, by redemption obligations to other holders at more than US$2.3360 per share or exceeding US$50 million in the aggregate; or (iv)

a change of control of Tongmei or of AXT occurs (in the case of AXT, only if AXT common stock ceases to be registered under Section 12(b)

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a permitted drag-along or co-sale transaction.

The term “Qualified IPO” means the first underwritten public offering of Tongmei’s equity securities on a qualified

exchange, including the Main Board of the Hong Kong Stock Exchange, with an offering price per share that would enable each Investor to

achieve a return equal to or exceeding an annual internal rate of return of thirteen percent (13%), compounded annually. In the event

of a notice of a redemption right by an Investor, the per share redemption price equals (i) the per share subscription price paid by the

Investor; (ii) a return on the per share subscription price, calculated at the per annum rate equal to eight percent (8%) (the “Applicable

Rate”), compounded annually on each anniversary of the closing date for the period from the closing date to the exit date, plus

(iii) any declared or accrued but unpaid dividends or distributions through the exit date.

AXT Purchase Option.

Under the Redemption Support Agreement, upon an Investor’s exercise of its redemption right pursuant to a redemption notice, AXT

may, but is not obligated to, elect to purchase the shares covered by the notice at the redemption price instead of Tongmei. AXT may

pay in cash (which AXT may satisfy with an unsecured promissory note), in shares of AXT common stock valued at the volume-weighted average

price on Nasdaq over the ninety (90) consecutive trading days ending the trading day before the exit date (only if the agreed conditions

are satisfied), or a combination of cash (including the promissory note) and AXT common stock (only if the agreed conditions are satisfied),

with the same form of payment applying to all exercising Investors. Any promissory note will be unsecured, will have a principal amount

equal to the cash portion of the purchase price, and will bear interest at a per annum rate equal to the Applicable Rate. AXT must prepay,

nine (9) months after issuance, the lesser of the note principal amount and 100% of the Investor’s original subscription amount,

with the balance due one (1) year after the exit date, extendable at AXT’s option for one (1) additional year. Under the Redemption

Support Agreement, the Investors have a co-sale right on transfers of Tongmei equity securities by AXT, and AXT has a drag-along right

to require the Investors to join in a sale of all of Tongmei’s equity securities to a non-affiliate for cash or freely tradable

listed securities if the Investors receive at least the greater of 1.5 times their investment or a 13% annual internal rate of return.

The foregoing description

is only a summary of the Share Subscription Agreement, the Supplemental Agreement (Investor’s Rights Agreement) and the Redemption

Support Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements,

which AXT intends to file as exhibits to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

Item 7.01 Regulation FD Disclosure

On October 28, 2026, AXT issued

a press release announcing the transaction. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01, including Exhibit

99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to

the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such filing.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of AXT, Inc., dated October 28, 2026 (furnished pursuant to Item 7.01)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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.

AXT, INC.

Date: October 28, 2026

By:

/s/ Gary L. Fischer

Gary L. Fischer

Chief Financial Officer and Corporate Secretary

4

EX-99.1 — PRESS RELEASE OF AXT, INC., DATED OCTOBER 28, 2026 (FURNISHED PURSUANT TO ITEM 7.01)

EX-99.1

Filename: ea030977401ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Gary Fischer

Chief Financial Officer

(510) 438-4700

Leslie Green

Green Communications Consulting, LLC

leslie@greencommunicationsllc.com

AXT, Inc. Announces Up to RMB 3.67 Billion (Approximately

US$545 Million) in Private Equity Financing for Subsidiary Tongmei

FREMONT, Calif., Oct. 28, 2026 -- AXT,

Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today announced that its majority-owned

subsidiary, Beijing Tongmei Xtal Technology Co., Ltd. (“Tongmei”), has entered into definitive agreements for a private equity

financing to fund further expansion of its manufacturing capacity for indium phosphide semiconductor substrates, expansion of its principal

business operations, capital expenditures and general working capital. The financing agreements provide for a private equity investment

in Tongmei by certain institutional investors of a minimum of RMB 1,912,350,000 (approximately US$285 million) and up to a maximum of RMB 3,668,639,053.25 (approximately US$545 million) (the “Maximum Amount”) in the ordinary shares

of Tongmei.

“This strategic financing represents a milestone for Tongmei, which is issuing its own shares to provide RMB directly into its operations,”

said Morris Young, chief executive officer of AXT. “Funds raised by Tongmei will be used to advance capacity expansion for indium

phosphide wafers at a time when demand for these wafers is outpacing supply. Proceeds will also be used to increase capacity at our raw

material companies in China. The lead investor, which is a leading Asia asset manager, has been instrumental in guiding companies through

overseas listing process, and is committed to assisting Tongmei’s process to achieve an overseas listing.”

The closing of the financing is subject to a number of customary conditions, including, but not limited to, receipt of required filings

from the applicable governmental authorities, and is expected to occur in December 2026. Assuming the Maximum Amount of the investment,

AXT expects to maintain control, own approximately 73.40% of Tongmei following the consummation of the transaction and continue to consolidate

Tongmei in its financial statements. There can be no assurance that the financing will close.

Additional information regarding the financing,

including a summary of the terms of the financing agreements, is included in AXT’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on October 28, 2026.

About AXT, Inc.

AXT is a material science company that develops

and manufactures high-performance compound and single element semiconductor substrate wafers comprising indium phosphide (InP), gallium

arsenide (GaAs) and germanium (Ge). The company’s substrate wafers are used when a typical silicon substrate wafer cannot meet the

performance requirements of a semiconductor or optoelectronic device. End markets include AI/data center connectivity, 5G infrastructure,

passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices and satellite solar cells. AXT’s

worldwide headquarters are in Fremont, California where the company maintains sales, administration and customer service functions. AXT

has its Asia headquarters in Beijing, China and manufacturing facilities in three separate locations in China. In addition, as part

of its supply chain strategy, the company has partial ownership in over ten companies in China producing raw materials for its manufacturing

process. For more information, see AXT’s website at https://investors.axt.com.

Forward-Looking Statements

This press release 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. For example, statements regarding the expected closing, timing and amount of the investment in Tongmei, the use of proceeds,

demand for indium phosphide wafers, AXT’s expected ownership and consolidation of Tongmei, and a potential initial public offering

of Tongmei are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”

“continue,” “anticipate,” “intend,” “expect,” “could,” “would,”

“project,” “plan,” “potentially,” “likely,” and similar expressions are intended to identify

forward-looking statements. These statements are subject to known and unknown risks, uncertainties and assumptions which could cause actual

results to differ materially, including, but not limited to, the satisfaction of closing conditions for the investment, receipt of required

approvals and PRC registrations, the investors’ funding of their commitments, market conditions affecting a potential initial public

offering, the exercise of redemption rights, the receipt of export permits for the company’s indium phosphide substrates, geopolitical

tensions between China and the United States, and other factors described under “Risk Factors” in the company’s Annual

Report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. The company does

not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.

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