AXT Inc. Files 8-K for Material Definitive Agreement

TL;DR

AXT Inc. signed a big deal on 12/29/25. 8-K filed.

AI Summary

On December 29, 2025, AXT, Inc. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Fremont, California, filed this 8-K report to disclose this event. The filing also includes other events and financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for AXT, Inc., which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 000-24085 — Commission File Number (AXT, Inc.'s SEC file number)
• 94-3031310 — IRS Employer Identification No. (AXT, Inc.'s EIN)

Key Players & Entities

• AXT, INC. (company) — Registrant
• December 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Fremont, California (location) — Address of principal executive offices
• 4281 Technology Drive (address) — Principal executive offices street
• 94538 (zip_code) — Principal executive offices zip code
• ( 510 ) 438-4700 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ge on which registered: Common Stock, $0.001 par value AXTI The NASDAQ Stock Mar
• $12.25 — se Shares") at a price to the public of $12.25 per share. Pursuant to the Underwriting
• $87 m — Shares are expected to be approximately $87 million, before deducting the underwriter
• $100 m — gregate gross proceeds of approximately $100 million, before deducting underwriting di
• $13,043,469.25 — receive an additional gross proceeds of $13,043,469.25 for the 1,064,773 shares of common stoc

Filing Documents

• ea0271065-8k_axtinc.htm (8-K) — 38KB
• ea027106501ex1-1_axtinc.htm (EX-1.1) — 237KB
• ea027106501ex5-1_axtinc.htm (EX-5.1) — 12KB
• ea027106501ex10-1_axtinc.htm (EX-10.1) — 32KB
• ea027106501ex99-1_axtinc.htm (EX-99.1) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-25-126296.txt ( ) — 570KB
• axti-20251229.xsd (EX-101.SCH) — 3KB
• axti-20251229_lab.xml (EX-101.LAB) — 33KB
• axti-20251229_pre.xml (EX-101.PRE) — 22KB
• ea0271065-8k_axtinc_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On December 29, 2025, AXT, Inc., a Delaware corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Northland Securities, Inc., as representative of the underwriters named therein (the "Underwriters") related to the offer and sale of shares of the Company's common stock (the "Offering"). The Underwriting Agreement provides for the offer and sale by the Company, and the purchase by the Underwriters, of 7,098,492 shares of the Company's common stock (the "Base Shares") at a price to the public of $12.25 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,064,773 additional shares of common stock (the "Option Shares" and, together with the Base Shares, the "Shares") at the public offering price. The Offering is anticipated to close on December 30, 2025 (the "Closing Date") subject to customary closing conditions. The gross proceeds to the Company from the Offering for the Base Shares are expected to be approximately $87 million, before deducting the underwriters' fees and other offering expenses payable by the Company. If the Option Shares are fully exercised, the Company expects to receive aggregate gross proceeds of approximately $100 million, before deducting underwriting discounts and commissions and other offering expenses. Northland Securities, Inc. is acting as sole bookrunner for the Offering. Wedbush Securities Inc. and Craig-Hallum Capital Group LLC are acting as co-managers for the Offering. The Company intends to use the net proceeds from the Offering to financially support its subsidiary Beijing Tongmei Xtal Technology Co., Ltd. in its efforts to increase its capacity to produce indium phosphide substrates for export worldwide, for research and development of new or improved products, and for working capital and for general corporate purposes. Pending the pro

01 Other Events

Item 8.01 Other Events . Press Release The Company issued a press release announcing the pricing of the Offering on December 29,2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Exercise of Over-Allotment Option On December 29, 2025, the Underwriters exercised the over-allotment option in full, pursuant to the Underwriting Agreement to purchase an additional 1,064,773 shares of the Company's common stock at the public offering price of $12.25 per share, less underwriting discounts and commissions. As a result of the exercise of the over-allotment option, the Company anticipates it will receive an additional gross proceeds of $13,043,469.25 for the 1,064,773 shares of common stock, before underwriting discounts, commissions, and offering expenses.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated December 29, 2025, between Northland Securities, Inc. and AXT, Inc. 5.1 Legal Opinion of Lewis Brisbois Bisgaard & Smith LLP 10.1 Form of Lock Up Agreement 23.1 Consent of Lewis Brisbois Bisgaard & Smith LLP (Contained in Exhibit 5.1) 99.1 Press release dated December 29, 2025 104 Cover Page Interactive Data File (formatted as inline XBRL) 2

SIGNATURES

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. By: /s/ Gary L. Fischer Date: December 29, 2025 Gary L. Fischer Chief Financial Officer and Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR