AXT子公司通美晶体签署最高5.45亿美元私募股权融资协议，外部投资者入场并启动赴港合格IPO路径

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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):
October 27, 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
Introductory Note
References to “AXT”
refer to AXT, Inc. and references to “Tongmei” refer to Beijing Tongmei Xtal Technology Co., Ltd. For purposes of this report,
amounts in Renminbi, or RMB, have been translated into approximate amounts in U.S. dollars solely for the convenience of the reader.
Item 1.01 Entry into a Material Definitive
Agreement
On October 27, 2026, Tongmei and AXT, as Tongmei’s controlling shareholder, entered into a Share Subscription Agreement, a Supplemental
Agreement (Investor’s Rights Agreement) and a Redemption Support Agreement (collectively, the “Agreements”) with BNK-B3
HK Holdings Limited, a limited liability company duly established and validly existing under the laws of Hong Kong, which entity is managed
by a leading Asia asset manager (the “Lead Investor”), and certain institutional investors, including an institutional investor
who is an affiliate of an existing customer (collectively, the “Investors”). The Agreements provide for an investment by the
Investors of a minimum of RMB 1,912,350,000 (approximately US$285 million) (the “Minimum Amount”) and up to a maximum of RMB
3,668,639,053.25 (approximately US$545 million) (the “Maximum Amount”) in the ordinary shares of Tongmei, subject to customary
closing conditions. Concurrently with the Agreements, AXT agreed to recapitalize Tongmei by subscribing for 342,998,797 ordinary shares
for the RMB equivalent of US$400 million on or prior to the closing of transactions contemplated by the Agreements. Tongmei intends to
use the proceeds for further expansion of its manufacturing capacity for its indium phosphide semiconductor substrates, expansion of its
principal business operations, capital expenditures and general working capital. Assuming the Maximum Amount of the investment, AXT will
own approximately 73.40% of Tongmei following the consummation of the transaction.
The investment in Tongmei by the Investors will occur in one or more closings. Under the Supplemental Agreement (Investor’s Rights
Agreement), Tongmei, AXT and the Investors undertake to use their reasonable best efforts to achieve a Qualified IPO (as defined below)
of Tongmei as soon as possible after the closing. The closing of the Minimum Amount is subject to a number of customary conditions, including,
but not limited to, receipt of required filings from applicable Governmental Authorities (as defined in the Agreements). Additional institutional
investors consisting of strategic partners designated by Tongmei and Tongmei-approved designees of the Lead Investor, may participate
in the offering within the Maximum Amount on the same price and terms, provided that the closing of the purchase of shares by such designated
investors is completed by December 31, 2026. If closing(s) for the Minimum Amount by the Investors have not occurred by December 20,
2026, the Share Subscription Agreement will terminate, although the parties agreed to reasonably consider an extension if required approvals
by Governmental Authorities, as defined in the Agreements are still pending. Subject to the termination provisions of the Share Subscription
Agreement, the Lead Investor may also terminate the Share Subscription Agreement before closing if Tongmei or AXT materially breaches
any of the Agreements and fails to cure such breach within fifteen (15) business days, or if their representations are not true in all
material respects. No assurance can be given that the Investors will invest the Maximum Amount, or that any closing will occur.
Investor Rights.
Under
the Supplemental Agreement (Investor’s Rights Agreement), the Lead Investor will have the right to nominate one (1) director (the
“Investor Director”) to Tongmei’s nine (9) member board, and AXT will nominate the other eight (8) directors. The Lead
Investor will have the right to consent to certain customary transactions that may have an adverse effect on the Investors’ investment
as provided for in such agreement and will have certain information and inspection rights so long as the Investors collectively hold more
than 4.5% of Tongmei’s ordinary shares. The Investors will also have certain preemptive rights if Tongmei proposes to issue additional
securities, which exclude securities that may be issued in connection with a Qualified IPO, pursuant to an equity incentive plan, or in
a transaction whose primary purpose is not fundraising as approved by the board (including the Investor Director). The Investors will
also have a liquidation preference on a sale or liquidation of Tongmei and priority on Tongmei profit distributions.
1
Redemption Rights.
Under the Supplemental Agreement (Investor’s Rights Agreement), each Investor has the right, but not the obligation, to require
Tongmei to redeem its shares if (i) Tongmei has not completed a Qualified IPO by the three (3)-year anniversary of the closing date, (ii)
any of the following occurs and has resulted in, or would reasonably be expected to result in, a material adverse effect that is not cured
within fifteen (15) business days: (A) a material breach by Tongmei or AXT of a transaction document, (B) a material violation of applicable
law by Tongmei (or certain of its subsidiaries) or AXT (or any of its subsidiaries), or (C) a final conviction of a criminal offense by
(x) any officer, director or employee of Tongmei arising out of the operations and/or business of Tongmei, or (y) Tongmei, any of its
subsidiaries or AXT in connection with their respective operations and/or business; (iii) Tongmei becomes bound, without the Lead Investor’s
consent, by redemption obligations to other holders at more than US$2.3360 per share or exceeding US$50 million in the aggregate; or (iv)
a change of control of Tongmei or of AXT occurs (in the case of AXT, only if AXT common stock ceases to be registered under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a permitted drag-along or co-sale transaction.
The term “Qualified IPO” means the first underwritten public offering of Tongmei’s equity securities on a qualified
exchange, including the Main Board of the Hong Kong Stock Exchange, with an offering price per share that would enable each Investor to
achieve a return equal to or exceeding an annual internal rate of return of thirteen percent (13%), compounded annually. In the event
of a notice of a redemption right by an Investor, the per share redemption price equals (i) the per share subscription price paid by the
Investor; (ii) a return on the per share subscription price, calculated at the per annum rate equal to eight percent (8%) (the “Applicable
Rate”), compounded annually on each anniversary of the closing date for the period from the closing date to the exit date, plus
(iii) any declared or accrued but unpaid dividends or distributions through the exit date.
AXT
Purchase Option
.
Under the Redemption Support Agreement, upon an Investor’s exercise of its redemption right pursuant to a redemption notice, AXT
may, but is not obligated to, elect to purchase the shares covered by the notice at the redemption price instead of Tongmei. AXT may
pay in cash (which AXT may satisfy with an unsecured promissory note), in shares of AXT common stock valued at the volume-weighted average
price on Nasdaq over the ninety (90) consecutive trading days ending the trading day before the exit date (only if the agreed conditions
are satisfied), or a combination of cash (including the promissory note) and AXT common stock (only if the agreed conditions are satisfied),
with the same form of payment applying to all exercising Investors. Any promissory note will be unsecured, will have a principal amount
equal to the cash portion of the purchase price, and will bear interest at a per annum rate equal to the Applicable Rate. AXT must prepay,
nine (9) months after issuance, the lesser of the note principal amount and 100% of the Investor’s original subscription amount,
with the balance due one (1) year after the exit date, extendable at AXT’s option for one (1) additional year. Under the Redemption
Support Agreement, the Investors have a co-sale right on transfers of Tongmei equity securities by AXT, and AXT has a drag-along right
to require the Investors to join in a sale of all of Tongmei’s equity securities to a non-affiliate for cash or freely tradable
listed securities if the Investors receive at least the greater of 1.5 times their investment or a 13% annual internal rate of return.
The foregoing description
is only a summary of the Share Subscription Agreement, the Supplemental Agreement (Investor’s Rights Agreement) and the Redemption
Support Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements,
which AXT intends to file as exhibits to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
Item 7.01 Regulation FD Disclosure
On October 28, 2026, AXT issued
a press release announcing the transaction. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section, and shall not be incorporated by reference into 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.
2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release of AXT, Inc., dated October 28, 2026 (furnished pursuant to Item 7.01)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: October 28, 2026
By:
/s/ Gary L. Fischer
Gary L. Fischer
Chief Financial Officer and Corporate Secretary
4

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EX-99.1
2
ea030977401ex99-1.htm
PRESS RELEASE OF AXT, INC., DATED OCTOBER 28, 2026 (FURNISHED PURSUANT TO ITEM 7.01)
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
Gary Fischer
Chief Financial Officer
(510) 438-4700
Leslie Green
Green Communications Consulting, LLC
leslie@greencommunicationsllc.com
AXT, Inc. Announces Up to RMB 3.67 Billion (Approximately
US$545 Million) in Private Equity Financing for Subsidiary Tongmei
FREMONT, Calif., Oct. 28, 2026 -- AXT,
Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today announced that its majority-owned
subsidiary, Beijing Tongmei Xtal Technology Co., Ltd. (“Tongmei”), has entered into definitive agreements for a private equity
financing to fund further expansion of its manufacturing capacity for indium phosphide semiconductor substrates, expansion of its principal
business operations, capital expenditures and general working capital. The financing agreements provide for a private equity investment
in Tongmei by certain institutional investors of a minimum of RMB 1,912,350,000 (approximately US$285 million) and up to a maximum of RMB 3,668,639,053.25 (approximately US$545 million) (the “Maximum Amount”) in the ordinary shares
of Tongmei.
“This strategic financing represents a milestone for Tongmei, which is issuing its own shares to provide RMB directly into its operations,”
said Morris Young, chief executive officer of AXT. “Funds raised by Tongmei will be used to advance capacity expansion for indium
phosphide wafers at a time when demand for these wafers is outpacing supply. Proceeds will also be used to increase capacity at our raw
material companies in China. The lead investor, which is a leading Asia asset manager, has been instrumental in guiding companies through
overseas listing process, and is committed to assisting Tongmei’s process to achieve an overseas listing.”
The closing of the financing is subject to a number of customary conditions, including, but not limited to, receipt of required filings
from the applicable governmental authorities, and is expected to occur in December 2026. Assuming the Maximum Amount of the investment,
AXT expects to maintain control, own approximately 73.40% of Tongmei following the consummation of the transaction and continue to consolidate
Tongmei in its financial statements. There can be no assurance that the financing will close.
Additional information regarding the financing,
including a summary of the terms of the financing agreements, is included in AXT’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 28, 2026.
About AXT, Inc.
AXT is a material science company that 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. End markets include AI/data center connectivity, 5G infrastructure,
passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices and satellite solar cells. AXT’s
worldwide headquarters are in Fremont, California where the company maintains sales, administration and customer service functions. AXT
has its Asia headquarters in Beijing, China and manufacturing facilities in three separate locations in China. In addition, as part
of its supply chain strategy, the company has partial ownership in over ten companies in China producing raw materials for its manufacturing
process. For more information, see AXT’s website at https://investors.axt.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. For example, statements regarding the expected closing, timing and amount of the investment in Tongmei, the use of proceeds,
demand for indium phosphide wafers, AXT’s expected ownership and consolidation of Tongmei, and a potential initial public offering
of Tongmei are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “could,” “would,”
“project,” “plan,” “potentially,” “likely,” and similar expressions are intended to identify
forward-looking statements. These statements are subject to known and unknown risks, uncertainties and assumptions which could cause actual
results to differ materially, including, but not limited to, the satisfaction of closing conditions for the investment, receipt of required
approvals and PRC registrations, the investors’ funding of their commitments, market conditions affecting a potential initial public
offering, the exercise of redemption rights, the receipt of export permits for the company’s indium phosphide substrates, geopolitical
tensions between China and the United States, and other factors described under “Risk Factors” 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. The company does
not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.