Page 1

Table of Contents ( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Delaware ( State or other jurisdiction of incorporation or organization ) Commission file number : 000-24085 AXT , INC . ( Exact name of registrant as specified in its charter ) 4281 Technology Drive , Fremont , California ( Address of principal executive offices ) Title of each class : Common Stock , $ 0.001 par value to 94-3031310 ( I.R.S. Employer Identification No. ) 94538 ( Zip Code ) Registrant's telephone number , including area code : ( 510 ) 438-4700 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol AXTI Name of each exchange on which registered : The NASDAQ Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by checkmark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act □ Yes - No Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . □ Yes > No Indicate by checkmark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer Smaller reporting company - 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 . □ Indicate by checkmark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . □ Yes + No The aggregate market value of the voting stock held by non - affiliates of the registrant , based upon the closing sale price of $ 4.76 for the common stock on June 30 , 2020 as reported on the Nasdaq Global Select Market , was approximately $ 144,499,115 . Shares of common stock held by each officer , director and by each person who owns 10 % or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not a conclusive determination for other purposes . As of March 1 , 2021 , 42,086,773 shares , $ 0.001 par value , of the registrant's common stock were outstanding .