Form 8-K

8-K — AXT INC

Accession: 0001213900-26-057122

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001051627

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0290937-8k_axt.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 15, 2026 (ea029093701ex99-1.htm)

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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): May 14, 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 ☐

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

Item

8.01. Other Events.

May 14, 2026, AXT, Inc. (the “Company”) called to order its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, there were not present or represented by proxy a sufficient number of shares of the Company’s stock entitled

to vote in order to constitute a quorum. The Company adjourned the Annual Meeting until June 4, 2026 at 11:00 a.m. Pacific Time. At that

time, the Annual Meeting will be reconvened at the Company’s headquarters, 4281 Technology Drive, Fremont, California 94538.

The

record date for the Annual Meeting remains March 20, 2026. Stockholders of the Company who have previously submitted their proxy or otherwise

voted and who do not want to change their vote do not need to take any action.

changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company strongly encourages all of

its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission

(the “SEC”) on March 31, 2026 (the “Proxy Statement”) and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.

May 15, 2026, the Company issued a press release to announce the adjournment of the Annual Meetinng, which is furnished as Exhibit 99.1 to this Current

Report on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of

1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press release dated May 15, 2026

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.

AXT, INC.

Date: May 15, 2026

By:

/s/ Gary L. Fischer

Gary L. Fischer

Chief Financial Officer and Corporate Secretary

EX-99.1 — PRESS RELEASE DATED MAY 15, 2026

EX-99.1

Filename: ea029093701ex99-1.htm · Sequence: 2

Exhibit 99.1

AXT Announces Adjournment of 2026 Annual Meeting

of Stockholders

Scheduled

to Reconvene on June 4, 2026

FREMONT, Calif., May 15, 2026 – AXT, Inc.

(NasdaqGS: AXTI) (the “Company” or “AXT”), a leading manufacturer of compound semiconductor wafer substrates,

announced that the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 14, 2026 at 11:00

a.m. Pacific Time was convened and adjourned, without any business being conducted, due to lack of the required quorum.

As a result of the required quorum not being present,

the Annual Meeting has been adjourned to Thursday, June 4, 2026 at 11:00 a.m. Pacific Time at the Company’s headquarters located

at 4281 Technology Drive, Fremont, California 94538, to allow additional time for the Company’s stockholders to vote on the proposals

set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”)

on March 31, 2026. No changes have been made in the proposals to be voted on by stockholders at the annual meeting. The Company’s proxy

statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.

During the current adjournment, the Company expects

to continue to solicit votes from its stockholders with respect to the proposals set forth in the Company’s proxy statement. The

Company has engaged a proxy solicitor, Alliance Advisors, to assist management with obtaining adequate votes to achieve the required quorum.

The record date for the adjourned Annual Meeting

continues to be March 20, 2026. At the time the Annual Meeting was adjourned, proxies had been submitted by stockholders representing

approximately 48% of the shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. No action

is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.

The Company strongly encourages any eligible stockholder

that has not yet voted their shares, or provided voting instructions to their broker or other record holder, to do so promptly. For questions

relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact the Company’s proxy

solicitor: Alliance Advisors LLC, TOLL-FREE, at 1-866-206-7723 or via email at AXTI@AllianceAdvisors.com.

Important Information

This

press release may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held on Thursday, June 4,

2026. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on March 31, 2026. BEFORE MAKING

ANY VOTING DECISION, THE COMPANY URGES ITS STOCKHOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC

BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. No changes have been made to the proposals to be voted on by stockholders

at the Annual Meeting. The Company, its directors and certain of its officers and employees will be participants in the solicitation of

proxies from stockholders in respect of the Annual Meeting. The Company has also engaged Alliance Advisors to aid in the solicitation

of proxies. A copy of the definitive proxy statement and any other materials filed by the company with the SEC can be obtained free of

charge at the SEC’s website at www.sec.gov or the company’s website at http://www.axt.com.

About AXT, Inc.

AXT is a material science company that develops

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

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

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

(silicon photonics), 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 more than ten companies in China producing raw materials and

consumables for its manufacturing process. For more information, see AXT’s website at http://www.axt.com.

Safe Harbor Statement

This press release contains “forward-looking

statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained

in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by

the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”

“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”

“predict,” “project,” “target,” “aim,” “should,” “will” “would,”

or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Such statements

include, but are not limited to, statements relating to the Company’s ability to reach a quorum at the adjourned Annual Meeting.

Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and

assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that

may not prove to be accurate. These and other risks and uncertainties are set forth 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. Forward-looking statements contained

in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under

applicable law.

Contact:

Gary Fischer

Chief Financial Officer

(510) 438-4700

Leslie Green

Green Communications Consulting, LLC

leslie@greencommunicationsllc.com

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