AXT Inc美股招股说明书(2025-12-30版)

PROSPECTUS SUPPLEMENT 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 Delawarecorporation with its principal corporate office in Fremont, California and the PRC laws and regulations that govern the listing ofsecurities on a U.S. securities exchange apply to PRC companies. Recent statements and regulatory actions by China’s government onthe use of VIEs and data security or anti-monopoly concerns have not impacted our ability to conduct our business or continue to listour common stock on the Nasdaq Global Select Market. 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 corporatestructure. For the years ended December 31, 2024, 2023 and 2022, the aggregate dividends paid to the Company, directly or to anintermediate entity within our corporate structure, by our PRC subsidiaries and PRC raw material joint ventures were approximately$2.4 million, $4.3 million and $2.9 million, respectively. For the years ended December 31, 2024 and 2023, no dividends were paid tominority shareholders by our PRC subsidiaries and PRC raw material joint ventures. During the year ended December 31, 2024, wecontinued the settlement of amounts owed under our transfer pricing arrangements in the ordinary course of business. We have nocurrent intentions to distribute earnings to our investors under our corporate structure. 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 managementpolicies that dictate the amount of such funding. 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–RiskFactors”of our most recent report on Form 10-K or 10-Q that is incorporated by reference in this prospectus before you investin our securities. PerCommonStockTotalOffering(3)Public offering price$12.25$86,956,527.00Underwriting Discount(1)$0.67375$4,782,608.99Proceeds to us (before expenses)$11.57625$82,173,918.02 (1)The underwriters will receive compensation in addition to the underwriting discount. See “Underwriting” of this prospectussupplement for a description of the compensation payable to the underwriter. 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 t