[8-K/A] AXT Inc Amends Material Event Report

Rhea-AI Filing Summary

United Therapeutics Corp. (UTHR) – Form 144 filing. Director-level insider Paul Mahon has filed to sell an additional 11,000 common shares on or about 24 Jul 2025 through Morgan Stanley Smith Barney. At the indicated market value of $3.35 million, the block equals roughly 0.024 % of the 45.1 million shares outstanding.

The filing also discloses recent insider dispositions totaling 66,000 shares over the past three months, generating $19.56 million in gross proceeds. Including the planned sale, Mahon’s cumulative dispositions would reach 77,000 shares, or ~0.17 % of shares outstanding. All shares derive from stock-option exercises paid in cash.

No company financials are provided; the document is strictly a notice required by Rule 144. While the absolute share count is modest, continued insider selling may attract investor attention. The filing confirms regulatory compliance and does not assert possession of undisclosed adverse information.

Positive

• Regulatory compliance: Filing under Rule 144 signals adherence to disclosure requirements, mitigating legal risk.

Negative

• Continued insider selling: Aggregate 77,000 shares scheduled or sold in three months may be perceived as a bearish sentiment indicator.
• Lack of offsetting insider buys: No purchases disclosed to counterbalance the disposals.

Insights

Securities Analyst

TL;DR: Small—0.024 %—insider sale; ongoing disposals worth $23 m YTD could be viewed as mild negative but not financially material.

The proposed 11,000-share sale adds to a 66,000-share disposal history over the last quarter. Even combined, the 77,000 shares equal just 0.17 % of UTHR’s float, limiting dilution or ownership impact. Insider sales may hint at reduced personal conviction, yet the transactions stem from option exercises, a common liquidity event. No operational data accompany the notice, so fundamental outlook remains unchanged. Overall impact: neutral-to-slightly negative; likely minimal share-price effect absent broader context.

Form 8-KA date of report 07-18-25 true 0001051627 0001051627 2025-07-18 2025-07-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 18, 2025

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

EXPLANATORY NOTE

AXT, Inc. (the “Company”) is filing this Amendment No. 1 to the Current Report on Form 8-K, originally filed with the United States Securities and Exchange Commission on July 23, 2025 (the “Initial Report”), solely to correct a scrivener’s error with respect to the date of the notification by The Nasdaq Stock Market (“Nasdaq”). This amendment amends and restates in its entirety Item 3.01 of the Initial Report to correct the date of notification by Nasdaq, which should have been reported as July 18, 2025.

Other than the correction of the date, no other changes have been made to the Initial Report.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) As previously, on July 14, 2025, AXT, Inc. (the “Company”) notified The Nasdaq Stock Market (“Nasdaq”) that as a result of the recent passing of Ms. Christine Russell, the Company is not compliant with Nasdaq Lising Rule 5605(c)(2)(A) as the Company’s Audit Committee currently consists of only two independent directors, rather than the minimum three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A).

On July 18, 2025, Nasdaq notified the Company that due to the passing of Ms. Russell, the Company no longer complies with the audit committee requirement under Nasdaq Lising Rule 5605(c)(2)(A). Nasdaq further notified the Company that, consistent with Nasdaq Listing Rule 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance (i) until the earlier of the Company’s next annual meeting of shareholders or July 11, 2026; or, (ii) if the next annual meeting of shareholders is held before January 7, 2026, then the Company must provide evidence of compliance no later than January 7, 2026. The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than the foregoing period.

The Company intends to regain compliance as soon as possible and the Board will add a new independent director who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period described above. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as inline XBRL)

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: July 24, 2025	Gary L. Fischer Chief Financial Officer and Corporate Secretary

FAQ

How many United Therapeutics (UTHR) shares are being sold under this Form 144?

11,000 common shares are slated for sale.

What is the estimated market value of the planned UTHR share sale?

Approximately $3.35 million based on the filing’s stated price.

How significant is the sale relative to shares outstanding?

The block equals about 0.024 % of the 45.1 million shares outstanding, a minor portion of float.

Have there been other recent insider sales by the same filer?

Yes. Mahon has already sold 66,000 shares since May 2025, generating roughly $19.56 million in proceeds.

What is the nature of the shares being sold?

All shares originate from stock-option exercises paid for in cash.

Which broker is handling the transaction?

Morgan Stanley Smith Barney LLC, Executive Financial Services desk.