8-K

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): July 9, 2025

AXT, INC.

(Exact name of registrant as specified in its charter)

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:

Item 2.02 Results of Operations and Financial Condition

On July 9, 2025, AXT, Inc. issued a press release announcing certain unaudited preliminary revenue results for the second quarter ended June 30, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The information in Item 2.02 of this report is incorporated by reference into this Item 7.01.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and 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, nor shall it be deemed incorporated by reference in 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.

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits.

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.

ex_836361.htm

Exhibit 99.1

AXT, Inc. Announces a Preliminary Revenue Range for Second Quarter 2025

Second Quarter 2025 Earnings Announcement Scheduled for July 31, 2025

FREMONT, Calif., July 9, 2025 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today announced a preliminary revenue range for its second quarter, ended June 30, 2025.  AXT’s full financial results for the second quarter of 2025 are scheduled to be announced on July 31, 2025.

AXT expects preliminary revenue for the second quarter of 2025 to be in the range of $17.5 to $18 million, below the company’s previously stated guidance of $20 million to $22 million provided on May 1, 2025. The preliminary revenue range for the second quarter of 2025 is primarily the result of slower than expected issuance of export control permits for the company’s gallium arsenide products in Q2 and a weaker demand environment in China.

“Though we continue to feel confident about our participation in a number of exciting technology trends, the current geopolitical environment remains challenging across our business,” said Morris Young, chief executive officer. “Further, the demand environment in China has been weaker than expected for our gallium arsenide substrate business, as well as our consolidated raw material joint ventures. That said, we saw a meaningful increase in AI-related demand for indium phosphide in China during Q2 and were also pleased that our subsidiary, Beijing Tongmei Xtal Technology Co., (“Tongmei”), received its first export control permits for indium phosphide late in the quarter. In addition, we remain highly focused on gross margin improvement and despite the revenue shortfall, we expect to deliver Q2 2025 gross margins in the high single digits.”

The company will also host a conference call to discuss these results on July 31, 2025 at 1:30 p.m. PT. The conference call can be accessed at (800) 715-9871 (passcode 4378083). The call will also be simulcast at www.axt.com. Replays will be available at (800) 770-2030 (passcode 4378083) until Aug 7, 2025. Additional investor information can be accessed 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 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. AXT’s worldwide headquarters are in Fremont, California and includes 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 ten companies in China producing raw materials for its manufacturing process. For more information, see AXT’s website at http://www.axt.com.

AXT, Inc. Updates Revenue Expectations for the Second Quarter 2025

July 9, 2025

Page 2 of 2

Preliminary Results Disclosures and Forward-Looking Statements

The company’s actual results for the second quarter of 2025 are not yet available, have not yet been reviewed by our auditor, and may differ materially from the preliminary estimates above, which are not a comprehensive statement of the company’s financial results and are not necessarily indicative of the results to be expected for fiscal 2025 or any future period.

In addition, the foregoing paragraphs contain forward-looking statements within the meaning of the Federal securities laws, including, for example, statements regarding a preliminary revenue range and other financial results for the second quarter, ended June 30, 2025. Additional examples of forward-looking statements include statements regarding the market demand for our products, our product mix, our growth prospects and opportunities for continued business expansion, including technology trends, new applications and the ramping of Tier-1 customers, our market opportunity, our ability to lead our industry, our relocation, our expectations with respect to our business prospects and financial results, including our gross margin performance, and our development of larger diameter substrates that we believe will enable the next generation of technology innovation across a number of end-markets. These forward-looking statements are based upon assumptions that are subject to uncertainties and factors relating to the company’s operations and business environment, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. These uncertainties and factors include but are not limited to: the requests for redemptions by private equity funds in China of investments in Tongmei, the administrative challenges in satisfying the requirements of various government agencies in China in connection with the listing of shares of Tongmei on the STAR Market, continued open access to companies to list shares on the STAR Market, investor enthusiasm for new listings of shares on the STAR Market and geopolitical tensions between China and the United States. Additional uncertainties and factors include, but are not limited to: the timing and receipt of significant orders; the cancellation of orders and return of product; emerging applications using chips or devices fabricated on our substrates; end-user acceptance of products containing chips or devices fabricated on our substrates; our ability to bring new products to market; product announcements by our competitors; the ability to control costs and improve efficiency; the ability to utilize our manufacturing capacity; product yields and their impact on gross margins; the relocation of manufacturing lines and ramping of production; possible factory shutdowns as a result of air pollution in China or COVID-19; COVID-19 or other outbreaks of a contagious disease; tariffs and other trade war issues; the financial performance of our partially owned supply chain companies; policies and regulations in China; and other factors as 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. Each of these factors is difficult to predict and many are beyond the company’s control. The company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.