Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) As previously, on July 14, 2025, AXT, Inc. (the "Company") notified The Nasdaq Stock Market ("Nasdaq") that as a result of the recent passing of Ms. Christine Russell, the Company is not compliant with Nasdaq Lising Rule 5605(c)(2)(A) as the Company's Audit Committee currently consists of only two independent directors, rather than the minimum three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A).

On January 18, 2025, Nasdaq notified the Company that due to the passing of Ms. Russell, the Company no longer complies with the audit committee requirement under Nasdaq Lising Rule 5605(c)(2)(A). Nasdaq further notified the Company that, consistent with Nasdaq Listing Rule 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance (i) until the earlier of the Company's next annual meeting of shareholders or July 11, 2026; or, (ii) if the next annual meeting of shareholders is held before January 7, 2026, then the Company must provide evidence of compliance no later than January 7, 2026. The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than the foregoing period.

The Company intends to regain compliance as soon as possible and the Board will add a new independent director who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period described above.