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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): January
8, 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 |
Item 2.02 Results of Operations and Financial
Condition.
On January 8, 2026, AXT, Inc.
(the “Company”) issued a press release updating revenue expectations for the fourth quarter of 2025 and announcing its earnings
release date. The press release includes a certain unaudited financial result for the fourth quarter ended December 31, 2025. A copy of
the Company’s press release is attached hereto as Exhibit 99.1 and 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 this report,
including Exhibit 99.1, hereto discussing the Company’s results of operations and financial condition for the fourth quarter
of 2025 is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed to be “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 Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained
in this report and in 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”), nor will it be 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.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated January 8, 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: January 9, 2026 |
By: |
/s/ Gary L. Fischer |
| |
|
Gary L. Fischer |
| |
|
Chief Financial Officer and Corporate Secretary |