AXT Inc 8-K Filings

AXT, Inc. entered into a long-term Capacity Reservation Agreement with Lumentum Operations LLC for the supply of indium phosphide wafer substrates. AXT will reserve a minimum annual production capacity for Lumentum for an initial six‑year period beginning upon signing, with the arrangement described as running through December 31, 2031 and renewable in one‑year increments.

In return for this reserved capacity, Lumentum will provide AXT an initial deposit of $43,500,000 within thirty business days and a second $43,500,000 deposit with timing and terms to be set during 2028. These deposits function as shipment credits against future product purchases. If Lumentum’s yearly purchases fall below its committed volume, it must cover the shortfall, subject to exceptions for force majeure and product quality issues. If AXT fails to deliver the minimum capacity and does not cure the breach, it must refund any unused deposit, whereas upon termination for convenience or changes in demand AXT keeps unallocated deposits. Any changes to the committed capacity require written agreement by both companies.

AXT, Inc. reported that its Board of Directors approved an amendment to the company’s Second Amended and Restated Bylaws on July 26, 2026. The amendment changes Section 1.4 to reduce the quorum required for shareholder meetings from a majority to thirty-three and one-third percent of shares entitled to vote.

This bylaw change is effective immediately and is treated as a material modification to the rights of security holders, because it alters the voting threshold needed for shareholder meetings to conduct business.

AXT, Inc. expanded its Board of Directors from five to six members and appointed Jia-Bin Duh as an independent Class III director effective July 16, 2026. His term runs until the 2028 annual meeting of stockholders, and he will serve on the audit, compensation, and nominating and corporate governance committees.

Duh brings more than 30 years of senior executive and investor experience in technology and consumer sectors, particularly in Greater China, including leadership roles at Microsoft China and Cisco Systems China. He will receive an initial award of 2,500 shares of restricted stock and a prorated annual grant of 667 restricted shares, both vesting on May 14, 2027, under AXT’s existing non-employee director compensation policy, and will enter into the company’s standard indemnification agreement. AXT later announced his election in a July 22, 2026 press release.

AXT, Inc. reported that majority-controlled subsidiary Beijing Tongmei Xtal Technology withdrew its pending IPO application for listing on the Shanghai Stock Exchange’s STAR Market. The company plans instead to pursue a Hong Kong Stock Exchange listing highlighting its indium phosphide business for high-speed optical and AI data center applications.

Because of the withdrawal, private equity investors who previously funded Tongmei’s planned STAR Market listing now hold redemption rights on an aggregate RMB 324,404,508 (approximately US$49 million). Each fund, as well as AXT or Tongmei, may choose to redeem these investments at the original RMB amount without interest. AXT states it has sufficient funds to redeem all investments in full if required, while it continues discussions with the eleven funds about remaining invested ahead of a potential Hong Kong listing.

AXT, Inc., through its subsidiary AXT-Tongmei, entered into a three-year Master Development and Supply Agreement with Coherent CorpUS$22,288,500 prepayment in exchange for a defined capacity commitment for 6-inch indium phosphide wafer substrates.

AXT plans to increase manufacturing capacity for these products at its Beijing facility from 2026 through 2028. The prepayment is generally applied against product purchases and is refundable at Coherent’s option if fully unused at expiry, except when Coherent fails minimum order quantities, in which case remaining amounts become nonrefundable and AXT may terminate. Coherent may terminate and seek a refund of unused prepayments if AXT misses its capacity commitment for more than six successive months.

AXT, Inc. expanded its Board of Directors from four to five members and appointed Tracy Liu as an independent Class II director, effective June 17, 2026. Her term runs until the 2028 annual stockholders’ meeting, and she will serve on the audit, compensation, and nominating and corporate governance committees.

Liu brings more than 30 years of tax, accounting, and business advisory experience, including extensive work with high-tech and semiconductor companies in the U.S. and Asia and board leadership roles at ACM Research. As part of AXT’s non-employee director compensation program, she will receive 2,500 shares of restricted stock and a prorated annual grant of 726 restricted shares, both vesting on May 14, 2027, subject to continued service.

AXT highlights that Liu’s international and China-focused experience is intended to support its aggressive strategy to expand capacity for indium phosphide wafers used in AI-driven optical data transmission and other advanced semiconductor applications.

AXT, Inc., through its subsidiary Beijing Tongmei Xtal Technology Co., Ltd., entered into a long‑term supply agreement with Nanjing Casela Technologies Corporation, Ltd. for indium phosphide wafer substrates for the 2027 calendar year.

Casela has a binding commitment to purchase a fixed aggregate quantity of InP wafers for a total price of RMB 173,000,000 (approximately US $25.4 million), with deliveries scheduled monthly. Casela must prepay 50% of the total price within 15 business days after signing, with the remaining 50% due on or before December 31, 2026.

Casela is required to purchase at least 80% of the committed quantity or pay a cancellation fee on the shortfall. If Casela’s demand exceeds the committed quantity, Tongmei will, subject to available capacity and on terms no less favorable than those for similarly situated customers, prioritize the additional demand under supplemental terms. Fundamental breaches such as order cancellation, failure to take delivery, extended payment delinquency, or missing the 80% threshold allow Tongmei to terminate the agreement and retain amounts already paid.

AXT, Inc. reported results of its 2026 Annual Meeting and a change to its charter. Stockholders approved an amendment to the Restated Certificate of Incorporation to increase authorized common shares from 70,000,000 to 120,000,000, effective upon filing on June 4, 2026.

As of the March 20, 2026 record date, 56,944,925 common shares were outstanding, with 28,907,223 shares (about 52%) represented, establishing a quorum. Stockholders elected Dr. Morris Young and Dr. David Chang as Class I directors, approved an advisory vote on executive compensation, ratified BPM as independent auditor for 2026, and approved both the share-authorization amendment and a related adjournment proposal.

AXT, Inc. disclosed that its 2026 Annual Meeting of Stockholders was convened on May 14, 2026 but adjourned without conducting business because the required quorum was not reached. The meeting is scheduled to reconvene on June 4, 2026 at the company’s Fremont, California headquarters, with the record date remaining March 20, 2026.

The company notes that proxies had been submitted for approximately 48% of outstanding common shares entitled to vote. AXT has engaged proxy solicitor Alliance Advisors to help gather additional votes and will continue soliciting proxies, while previously submitted votes remain valid unless changed by stockholders.

AXT, Inc. reported first quarter 2026 results showing stronger revenue and a much smaller loss. Revenue reached $26.9 million, up from $19.4 million a year earlier, while the net loss attributable to AXT narrowed to $1.6 million from $8.8 million.

Gross profit improved to $8.0 million from a loss, and non-GAAP net loss was $0.6 million. Management highlighted a recently completed $632.5 million capital raise to fund Tongmei’s indium phosphide capacity expansion and new products such as 6‑inch indium phosphide substrates, targeting AI-focused data centers.

On the balance sheet, total assets were $444.6 million and AXT held $41.8 million in cash and cash equivalents plus $65.4 million in short-term investments as of March 31, 2026. The company continues to pursue a STAR Market IPO for its Tongmei subsidiary in China.

AXT, Inc. entered into an underwriting agreement for a public offering of 8,560,311 shares of common stock at $64.25 per share, targeting gross proceeds of about $550 million before expenses. Underwriters have a 30-day option to buy up to 1,284,046 additional shares, which would raise total gross proceeds to roughly $632.5 million.

The cash is intended mainly to fund Beijing Tongmei Xtal Technology Co., Ltd. as it expands indium phosphide substrate capacity, along with research and development, working capital and general corporate purposes. A 60-day lock-up applies to directors and executive officers, and the deal uses AXT’s automatic shelf registration on Form S-3.

AXT, Inc. released preliminary estimates for its results for the three months ended March 31, 2026. The Company anticipates revenue between $26 million and $28 million. It expects a net loss attributable to the Company between $1.6 million and $2.6 million, or a basic and diluted net loss per share between $0.03 and $0.05. These figures are based on management’s initial review and may change once full financial closing procedures are completed and the formal Form 10-Q is issued.

AXT, Inc. reported weaker fourth quarter and full-year 2025 results, with ongoing investment in AI-related growth. Q4 2025 revenue was $23.0M versus $25.1M a year earlier, while full-year revenue declined to $88.3M from $99.4M. Net loss attributable to AXT widened to $3.5M in Q4 and $21.3M for 2025, compared with losses of $5.1M and $11.6M in 2024. On a non-GAAP basis, 2025 net loss was $18.0M. Despite losses, cash and cash equivalents rose sharply to $120.3M at December 31, 2025, supporting plans to double indium phosphide manufacturing capacity in 2026. Management expects sequential revenue growth in Q1 2026, driven mainly by indium phosphide demand for AI infrastructure, and continues to pursue a potential STAR Market IPO of its Tongmei subsidiary, which remains subject to regulatory review in China.

AXT, Inc. reported a change in the status and role of director Leonard J. LeBlanc. The board determined on January 26, 2026 that Mr. LeBlanc is now independent under Nasdaq Listing Rules, after previously serving as a non-independent director under a limited exception.

The board had already found that he meets all independence requirements for audit committee service under SEC Rule 10A‑3 and Nasdaq rules, and has designated him as an “audit committee financial expert”. Following this new independence determination, the company’s Audit Committee now consists of three independent directors, and Mr. LeBlanc has been appointed Chair, replacing Mr. Jesse Chen in that role. Mr. Chen remains a member of the Audit Committee. Mr. LeBlanc will receive an annual cash retainer of $20,000 for serving as Audit Committee Chair.

AXT, Inc. filed a current report describing an update to its expected results for the fourth quarter of 2025. On January 8, 2026, the company issued a press release that revised its revenue expectations for the quarter ended December 31, 2025 and announced the planned date for its upcoming earnings release.

The filing states that the press release contains certain unaudited financial information for the fourth quarter. This information, included as Exhibit 99.1, is being furnished rather than filed, which limits how it is treated under securities laws. No detailed financial figures are included in the text of the report itself.

AXT, Inc. furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference as stated.

The company notes the information in Exhibit 99.1 is being “furnished” under General Instruction B.2 and is not deemed “filed” for purposes of Section 18 of the Exchange Act or Sections 11 and 12(a)(2) of the Securities Act. It will not be incorporated by reference into other filings unless expressly stated.

AXT, Inc. disclosed that its subsidiary Beijing Tongmei Xtal Technology has received export permits from the Ministry of Commerce of the PRC to resume shipping indium phosphide (InP) substrates to certain additional customers. The company expects this permitting to generate several million dollars of revenue that was not included in its Q3 2025 forecast announced July 31, 2025. The export permits relate to controls imposed after the Feb. 4, 2025 PRC announcement restricting exports of materials including indium. Customer shipments remain subject to normal operational and regulatory uncertainties, and the company qualified these forward-looking statements under its Safe Harbor language.

On 29 Jul 2025, AXT, Inc. (AXTI) filed an 8-K announcing two board changes under Item 5.02. Leonard J. LeBlanc, a former director (2003-2021) and prior audit-committee chair, was re-appointed as a Class III director, filling the vacancy created by the recent passing of Ms. Christine Russell. His term runs through 29 Jul 2027. Because LeBlanc earned >$120 k in 2022 under a now-terminated consulting agreement, he is not yet independent per Nasdaq rules; however, the board used the “exceptional and limited circumstances” exemption to place him on the Audit, Compensation and Nominating & Governance Committees. Independence will be re-evaluated on or after 1 Jan 2026, when the look-back period lapses.

LeBlanc will receive standard non-employee director pay plus an initial grant of 29,112 restricted shares that vest 15 May 2026. No other related-party transactions or family ties were disclosed.

The board also named independent director Jesse Chen as Audit Committee Chair, effective immediately, with an additional $20 k annual cash retainer. No financial statements were included in this filing.