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 3, 2023

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 July 3, 2023, AXT, Inc. issued a press release addressing the potential impact of the announcement of China’s new export control regulations on gallium- and germanium-related materials, which take effect on August 1, 2023.  The press release includes a certain unaudited financial result for the first quarter ended March 31, 2023.  A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

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, 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, 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 July 3, 2023
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 5, 2023	Gary L. Fischer Chief Financial Officer and Corporate Secretary

EX-99.1

FOR IMMEDIATE RELEASE

Contacts:

Gary L. Fischer

Chief Financial Officer

(510) 438-4700

Leslie Green

Green Communications Consulting, LLC

(650) 312-9060

AXT, Inc. Addresses China’s Announcement of New Export Control Regulations

Announces Second Quarter Earnings Release on Aug. 3, 2023

FREMONT, Calif., July 3, 2023 – AXT, Inc. (Nasdaq: AXTI), a worldwide materials science company, today addressed the potential impact of the announcement of China’s new export control regulations on gallium- and germanium-related materials, which take effect on August 1, 2023.

Tongmei, AXT’s subsidiary in China, expects to proceed to immediately seek permits from the applicable Chinese authorities to export gallium and germanium substrate products. Indium phosphide substrates are not included in the new export control regulations, and, therefore, exports of indium phosphide will not require export approvals as part of these regulations.

In the first quarter of 2023, gallium arsenide and germanium substrates exported outside of China contributed approximately $4.3 million in revenue, primarily for consumer, automotive, display, and industrial applications.

“We are actively pursuing the necessary permits and are working to minimize any potential disruption to our customers,” said Morris Young, chief executive officer.

The company also announced that it will report earnings for the second quarter of 2023 on Aug. 3, 2023 aftermarket. Details of the call will be forthcoming.

About AXT, Inc.

AXT is a worldwide materials science company. Tongmei, its primary subsidiary in China, 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 where the company maintains sales, administration and customer service functions. AXT’s Asia headquarters and development team are located in Beijing, China and the company has 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. Addresses China Export Control Updates

July 3, 2023

Page 2 of 2

Safe Harbor

The foregoing paragraphs contain forward-looking statements within the meaning of the Federal securities laws, including, for example, statements regarding obtaining from the applicable authorities the necessary permits to export gallium arsenide and germanium substrate products. Additional examples of forward-looking statements include statements regarding our efforts to minimize any disruption to our customers. 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 administrative challenges in applying for and obtaining the necessary permits. Additional uncertainties and factors include, but are not limited to, 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.

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XML

Document and Entity Information	Jul. 03, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 03, 2023
Entity File Number	000-24085
Entity Registrant Name	AXT, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3031310
Entity Address, Address Line One	4281 Technology Drive
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	438-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	AXTI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001051627
Amendment Flag	false