AXT Inc美股招股说明书(2025-12-30版)

PROSPECTUS SUPPLEMENT(To Prospectus Dated November 27, 2025) 7,098,492 Shares of Common Stock We are offering 7,098,492 shares of our common stock, $0.001 par value per share (our “common stock”), pursuant to thisprospectus supplement and the accompanying prospectus to certain institutional investors. Our common stock is listed on the Nasdaq Global Select Market under the symbol “AXTI”. On December 29, 2025, the lastsale price of our common stock as reported on the Nasdaq Global Select Market was $14.59 per share. We are a worldwide materials science company that develops and produces high-performance compound and single elementsemiconductor substrates, also known as wafers. Our principal corporate office is located in Fremont, California and all of ourproducts are manufactured in the People’s Republic of China (the “PRC” or “China”) by our PRC subsidiaries and PRC joint ventures.We are neither a PRC operating company nor do we conduct our operations in China through the use of variable interest entities(“VIEs”). The Company believes that it does not require any permissions or approvals from the China Securities RegulatoryCommission (“CSRC”) or other PRC central government authorities to complete this offering of securities because it is a Delaware We have created a vertically integrated supply chain and transfer cash through our corporate structure in three ways. First, wecapitalize our investments in our PRC subsidiaries. We license to our PRC subsidiaries intellectual property and receive from our PRCsubsidiaries royalty payments or one-time fees. Second, we use transfer pricing arrangements to buy wafers and raw materials fromour PRC subsidiaries and PRC joint ventures. We review the terms of the transfer pricing arrangements annually with our independentregistered public accounting firm. In the past, we sold to our PRC subsidiaries capital equipment that we purchased at the request ofour PRC subsidiaries and for which we were reimbursed by the applicable PRC subsidiary. In recent years, our PRC subsidiary,Beijing Tongmei Xtal Technology Co., Ltd. (“Tongmei”) purchases capital equipment from suppliers in Taiwan, Japan, China, Europeor South Korea. Third, our PRC subsidiaries and PRC joint ventures pay dividends to entities within the Company’s corporate The cash generated from one PRC subsidiary is not used to fund another PRC subsidiary’s operations. None of our PRCsubsidiaries has ever faced difficulties or limitations on its ability to transfer cash between our subsidiaries. We have cash management Investing in these securities involves risks. We are subject to a number of unique legal and operational risks associatedwith our corporate structure, any of which could result in a material change in our operations and/or the value of our commonstock or cause the value of such securities to significantly decline or be worthless. Please carefully read the informationbeginning on page S-1 of this prospectus supplement, page 9 of the accompanying prospectus and included in“Item 1A–Risk Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. We have granted a 30-day option to the underwriters to purchase up to 1,064,773 additional shares of common stock from usat the public offering price, less the underwriting discount, solely to cover over-allotments, if any. See “Underwriting” on page S-10 of The underwriter expects to deliver our shares to purchasers in the offering on or about December 30, 2025, subject tocustomary closing conditions. Sole Bookrunner Northland Capital Markets Co-Managers Craig-Hallum Neither we nor the underwriter has authorized anyone to provide you with information other than that contained inthis prospectus supplement, accompanying prospectus or any free writing prospectus prepared by or on behalf of us or towhich we have referred you. We and the underwriter take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the securitiesonly in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement is accurate No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities orpossession or distribution of this prospectus supplement in that jurisdiction. Persons who come into possession of thisprospectus supplement in jurisdictions outside the United States are required to inform themselves about and to observe any ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus of AXT, Inc., a Delaware corporation (the “Company,” “we,”“us,” or “our”), form part of a “shelf” registration statement on Form S-3 (File No. 333-291378) that w