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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): May
22, 2024
AKOUSTIS
TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38029 |
|
33-1229046 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
9805 Northcross Center Court, Suite A
Huntersville, NC 28078
(Address of principal executive offices, including
zip code)
704-997-5735
(Registrant’s telephone number, including area
code)
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)) |
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 |
|
AKTS |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
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.b-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. ☐
Item 7.01. Regulation FD Disclosure.
On May 22, 2024, Akoustis Technologies,
Inc. (the “Company”) issued press releases regarding updates to its manufacturing process (the “Update Press Release”)
and pricing of a registered direct offering, copies of which are being furnished as Exhibits 99.1 and 99.2, respectively, to this
Current Report on Form 8-K.
The information under this Item 7.01 and in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K is being furnished and shall not
be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other
Events.
Updates to
Manufacturing Process
The Update Press
Release announced that the Company has developed updates to its XBAW® manufacturing process to remove any patented
features claimed by Qorvo, Inc. (“Qorvo”) in U.S. Patent Nos. 7,522,018 and 9,735,755. Qorvo asserted the patents against
certain XBAW® RF filters in Qorvo, Inc. vs. Akoustis Technologies, Inc., No. 1:21-cv-01417-JPM (D. Del.).
These updates have been incorporated into both new XBAW® RF filters and many earlier XBAW® filter
designs since the Fall of 2022. Effective immediately, the Company has released these design updates to manufacturing for the remainder
of its filter products that remain in production and distribution as needed to remove any potential infringement.
Suspension
of ATM Program
Effective
as of May 22, 2024, the Company suspended sales under its “at the market” equity offering program under that certain ATM
Sales Agreement, dated as of May 2, 2022, by and among Oppenheimer & Co. Inc., Craig-Hallum Capital Group LLC and Roth Capital
Partners, LLC (the “ATM Program”). If the Company determines in the future to resume potential sales pursuant to the ATM
Program, it intends to notify investors and other interested parties by means of a Current Report on Form 8-K or other filing with
the Securities and Exchange Commission, or other public announcement.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, each
as amended, that are intended to be covered by the “safe harbor” created by those sections. These forward-looking statements
include, but are not limited to, statements about our estimates, expectations, beliefs, intentions, plans or strategies for the future
(including our possible future results of operations, profitability, business strategies, competitive position, potential growth opportunities,
potential market opportunities and the effects of competition), and the assumptions underlying such statements. Forward-looking statements
include all statements that are not historical facts and typically are identified by use of terms such as: “may,” “might,”
“would,” “will,” “should,” “could,” “project,” “expect,” “plan,”
“strategy,” “anticipate,” “attempt,” “develop,” “help,” “believe,”
“think,” “estimate,” “predict,” “intend,” “forecast,” “seek,”
“potential,” “possible,” “continue,” “future,” and similar words (including the negative
of any of the foregoing), although not all forward-looking statements contain these words. These statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking
statement contained in this Current Report, the Company cautions you that these statements are based on a combination of facts and factors
currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this Current
Report include, but are not limited to, statements regarding the Company’s expectations concerning the impact to the Company’s
products, financial condition and prospects caused by the verdict in the Qorvo litigation and effectiveness of design updates to remove
patented features claimed by Qorvo. Forward-looking statements are neither historical facts nor assurances of future results, performance,
events or circumstances. Instead, these forward-looking statements are based on management’s current beliefs, expectations and assumptions,
and are subject to risks and uncertainties. These risks and uncertainties include any adverse outcomes of any motions or appeals against
us, and other risks and uncertainties, including those more fully described in the Company’s latest Annual Report on Form 10-K for
the year ended June 30, 2023 and subsequent Quarterly Reports on Form 10-Q, and other factors detailed from time to time in the Company’s
filings with the Securities and Exchange Commission The Company undertakes no obligation to revise or update publicly any forward-looking
statements.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| |
Akoustis Technologies,
Inc.
|
| Date: May 22, 2024 |
By: |
/s/ Kenneth E. Boller |
| |
Name: |
Kenneth E. Boller |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Akoustis Completes Rollout
of its XBAW® Design Updates
Charlotte, N.C., May 22,
2024 (GLOBE NEWSWIRE) -- Akoustis Technologies, Inc. (NASDAQ: AKTS) (“Akoustis” or the “Company”), an integrated
device manufacturer (IDM) of patented bulk acoustic wave (BAW) high-band RF filters for mobile and other wireless applications, has announced
the final release to manufacturing of design updates across its product portfolio.
Akoustis developed the
updates to its XBAW® manufacturing process to remove any patented features claimed by Qorvo, Inc. (NASDAQ: QRVO) in U.S.
Patent Nos. 7,522,018 and 9,735,755. Qorvo asserted the patents against certain XBAW® RF filters in Qorvo, Inc. vs.
Akoustis Technologies, Inc., No. 1:21-cv-01417-JPM (D. Del.). These updates have been incorporated into both new XBAW®
RF filters and many earlier XBAW® filter designs since the Fall of 2022. Effective immediately, the Company has released
these design updates to manufacturing for the remainder of its filter products that remain in production and distribution as needed to
remove any potential infringement.
“While Akoustis
is disappointed with the jury’s verdict, the Company prepared well in advance for all potential outcomes,” commented Dave
Aichele, Executive Vice President of Business Development. “Based on our testing and qualification over the last two years, the
design updates to these earlier XBAW® filters do not have any form, fit or function impact to the performance and reliability,
as the Qorvo patented claims were not design features of the XBAW® process. Akoustis is well-prepared to move forward
notwithstanding any injunction Qorvo may seek against the accused legacy versions of our products.”
Management does not expect
the verdict will affect its ability to market its product portfolio to existing and future customers.
About Akoustis Technologies,
Inc.
Akoustis®
(http://www.akoustis.com/) is a high-tech BAW RF filter solutions company that is pioneering next-generation materials science
and MEMS wafer manufacturing to address the market requirements for improved RF filters — targeting higher bandwidth, higher operating
frequencies and higher output power compared to legacy polycrystalline BAW technology. The Company utilizes its proprietary
and patented XBAW® manufacturing process to produce bulk acoustic wave RF filters for mobile and other wireless markets,
which facilitate signal acquisition and accelerate band performance between the antenna and digital back end. Superior performance is
driven by the significant advances of poly-crystal, single-crystal, and other high purity piezoelectric materials and the resonator-filter
process technology which enables optimal trade-offs between critical power, frequency and bandwidth performance specifications.
Akoustis plans to
service the fast growing multi-billion-dollar RF filter market using its integrated device manufacturer (IDM) business model. The
Company owns and operates a 125,000 sq. ft. ISO-9001:2015 registered commercial wafer-manufacturing facility located
in Canandaigua, NY, which includes a class 100 / class 1000 cleanroom facility — tooled for 150-mm diameter wafers —
for the design, development, fabrication and packaging of RF filters, MEMS and other semiconductor devices. Akoustis Technologies,
Inc. is headquartered in the Piedmont technology corridor near Charlotte, North Carolina.
Forward-Looking Statements
This document includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. These
forward-looking statements include, but are not limited to, statements about our estimates, expectations, beliefs, intentions, plans
or strategies for the future (including our possible future results of operations, profitability, business strategies, competitive position,
potential growth opportunities, potential market opportunities and the effects of competition), and the assumptions underlying such statements.
Forward-looking statements include all statements that are not historical facts and typically are identified by use of terms such as
“may,” “might,” “would,” “will,” “should,” “could,” “project,”
“expect,” “plan,” “strategy,” “anticipate,” “attempt,” “develop,”
“help,” “believe,” “think,” “estimate,” “predict,” “intend,”
“forecast,” “seek,” “potential,” “possible,” “continue,” “future,”
and similar words (including the negative of any of the foregoing), although some forward-looking statements are expressed differently.
Forward-looking statements are neither historical facts nor assurances of future results, performance, events or circumstances. Instead,
these forward-looking statements are based on management’s current beliefs, expectations and assumptions, and are subject
to risks and uncertainties. Factors that could cause actual results to differ materially from those currently anticipated include,
without limitation, risks relating to our limited operating history; our inability to generate revenues or achieve profitability; the
failure of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market, the impact of a pandemic
or epidemic or natural disaster, including the COVID-19 pandemic, the Russian-Ukrainian and Middle East conflicts and other sources of
volatility on our operations, financial condition and the worldwide economy, including our ability to access the capital markets; increases
in prices for raw materials, labor, and fuel caused by rising inflation; our inability to obtain adequate financing and sustain our status
as a going concern; the results of our research and development activities; our inability to achieve acceptance of our products in the
market; general economic conditions, including upturns and downturns in the industry; existing or increased competition; our inability
to successfully scale our New York wafer fabrication facility and related operations while maintaining quality control and assurance
and avoiding delays in output; contracting with customers and other parties with greater bargaining power and agreeing to terms and conditions
that may adversely affect our business; the possibility that the anticipated benefits from business acquisitions will not be realized
in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration
of acquired businesses’ operations will be greater than expected and the possibility of disruptions to our business during integration
efforts and strain on management time and resources; risks related to doing business in foreign countries, including rising tensions
between the United States and China; any cybersecurity breaches or other disruptions compromising our proprietary information and
exposing us to liability; our limited number of patents; failure to obtain, maintain, and enforce our intellectual property rights; claims
of infringement, misappropriation or misuse of third party intellectual property, including the lawsuit filed by Qorvo, Inc. in October
2021, that, regardless of merit, has resulted in significant expense; our inability to attract and retain qualified personnel; the outcome
of current and any future litigation; our reliance on third parties to complete certain processes in connection with the manufacture
of our products; product quality and defects; our inability to successfully manufacture, market and sell products based on our technologies;
our ability to meet the required specifications of customers and achieve qualification of our products for commercial manufacturing in
a timely manner; our failure to innovate or adapt to new or emerging technologies, including in relation to our competitors; our failure
to comply with regulatory requirements; stock volatility and illiquidity; our failure to implement our business plans or strategies;
our failure to maintain effective internal control over financial reporting; our failure to obtain or maintain a Trusted Foundry accreditation
or our New York fabrication facility; and shortages in supplies needed to manufacture our products, or needed by our customers to manufacture
devices incorporating our products. These and other risks and uncertainties are described in more detail in the Risk Factors and Management’s
Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s most recent Annual Report on
Form 10-K and in subsequently filed Quarterly Reports on Form 10-Q. Considering these risks, uncertainties and assumptions, the forward-looking
statements regarding future events and circumstances discussed in this document may not occur, and actual results could differ materially
and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements
as predictions of future events. The forward-looking statements included in this document speak only as of the date hereof and, except
as required by law, we undertake no obligation to update publicly or privately any forward-looking statements, whether written or oral,
for any reason after the date of this document to conform these statements to new information, actual results or to changes in our expectations.
Contact:
COMPANY:
Kenneth Boller
Akoustis Technologies
Chief Financial Officer
(704) 274-3598
kboller@akoustis.com
Exhibit 99.2
Akoustis Announces $10 Million Registered Direct
Offering
Priced At-The-Market Under Nasdaq Rules
Charlotte, NC, May 22, 2024 (GLOBE NEWSWIRE) -
Akoustis Technologies, Inc. (Nasdaq: AKTS) (“Akoustis” or the “Company”), an integrated device manufacturer
(IDM) of patented bulk acoustic wave (BAW) high-band RF filters for mobile and other wireless applications, announced today that it has
entered into definitive securities purchase agreements for the purchase and sale of an aggregate of 50,000,000 shares of the Company’s
common stock (or common stock equivalents) at a purchase price of $0.20 per share of common stock (or common stock equivalent) in a registered
direct offering priced at-the-market under Nasdaq rules. The offering is expected to close on or about May 24, 2024 subject to the satisfaction
of customary closing conditions.
Roth Capital Partners is acting as the exclusive
placement agent for the offering.
Akoustis expects the gross proceeds from the offering
to be approximately $10,000,000 million, before deducting the placement agent’s fees and other estimated offering expenses payable
by Akoustis. Akoustis intends to use the net proceeds from the proposed offering for working capital and to fund operations.
A shelf registration statement on Form S-3 (File
No. 333-262540) relating to the shares of common stock (and common stock equivalents) to be issued in the offering was previously filed
with the Securities and Exchange Commission (the “SEC”) and is currently effective. The offering is being made only by means
of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the offering that
will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available,
on the SEC’s website at http://www.sec.gov or by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach
CA 92660, by phone at (800) 678-9147 or by email at rothecm@roth.com.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, the shares of common stock (or common stock equivalents), nor will there be any sale
of the shares of common stock (or common stock equivalents) in any state or other jurisdiction in which such offer, solicitation or sale
is not permitted.
About Akoustis Technologies, Inc.
Akoustis® (http://www.akoustis.com) is a high-tech
BAW RF filter solutions company that is pioneering next-generation materials science and MEMS wafer manufacturing to address the
market requirements for improved RF filters ‒ targeting higher bandwidth, higher operating frequencies and higher output power compared
to legacy polycrystalline BAW technology. The Company utilizes its proprietary and patented XBAW® manufacturing
process to produce bulk acoustic wave RF filters for mobile and other wireless markets, which facilitate signal acquisition
and accelerate band performance between the antenna and digital back end. Superior performance is driven by the significant advances of
poly-crystal, single-crystal, and other high purity piezoelectric materials and the resonator-filter process technology which enables
optimal trade-offs between critical power, frequency and bandwidth performance specifications.
Akoustis
plans to service the fast growing multi-billion-dollar RF filter market using its integrated device manufacturer (IDM) business model.
The Company owns and operates a 125,000 sq. ft. ISO-9001:2015 registered commercial wafer-manufacturing facility located
in Canandaigua, NY, which includes a class 100 / class 1000 cleanroom facility — tooled
for 150 mm diameter wafers ‒ for the design, development, fabrication and packaging of RF filters, MEMS and other semiconductor
devices. Akoustis Technologies, Inc. is headquartered in the Piedmont technology corridor near Charlotte, North Carolina.
Forward-Looking Statements
This document includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, each
as amended, that are intended to be covered by the “safe harbor” created by those sections. These forward-looking statements
include, but are not limited to, statements regarding the public offering of common stock and the intended use of the net proceeds of
such public offering. Forward-looking statements include all statements that are not historical facts and typically are identified by
use of terms such as “may,” “might,” “would,” “will,” “should,” “could,”
“project,” “expect,” “plan,” “strategy,” “anticipate,” “attempt,”
“develop,” “help,” “believe,” “think,” “estimate,” “predict,”
“intend,” “forecast,” “seek,” “potential,” “possible,” “continue,”
“future,” and similar words (including the negative of any of the foregoing), although some forward-looking statements are
expressed differently. Forward-looking statements are neither historical facts nor assurances of future results, performance, events or
circumstances. Instead, these forward-looking statements are based on management’s current beliefs, expectations and assumptions,
and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from those currently anticipated
include, without limitation, risks relating to our inability to obtain adequate financing and sustain our status as a going concern; our
limited operating history; our inability to generate revenues or achieve profitability; the results of our research and development activities;
our inability to achieve acceptance of our products in the market; the failure of our common stock to meet the minimum requirements for
continued listing on the Nasdaq Capital Market; the possibility that the anticipated benefits from business acquisitions will not be realized
in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of
acquired businesses’ operations will be greater than expected and the possibility of disruptions to our business during integration
efforts and strain on management time and resources; the impact of a pandemic or epidemic or a natural disaster, including the COVID-19
pandemic, the Russian-Ukrainian and Middle East conflicts and other sources of volatility on our operations, financial condition and the
worldwide economy, including its impact on our ability to access the capital markets; increases in prices for raw materials, labor, and
fuel caused by rising inflation; general economic conditions, including upturns and downturns in the industry; shortages in supplies needed
to manufacture our products, or needed by our customers to manufacture devices incorporating our products; our limited number of patents;
failure to obtain, maintain, and enforce our intellectual property rights; claims of infringement, misappropriation or misuse of third
party intellectual property, including the lawsuit filed by Qorvo, Inc. in October 2021, that, regardless of merit, has resulted in significant
expense and a judgment against us for approximately $38.6 million; our inability to attract and retain qualified personnel; our reliance
on third parties to complete certain processes in connection with the manufacture of our products; product quality and defects; existing
or increased competition; our ability to successfully manufacture, market and sell products based on our technologies; our ability to
meet the required specifications of customers and achieve qualification of our products for commercial manufacturing in a timely manner;
our inability to successfully scale our New York wafer fabrication facility and related operations while maintaining quality control and
assurance and avoiding delays in output; the rate and degree of market acceptance of any of our products; our ability to achieve design
wins from current and future customers; contracting with customers and other parties with greater bargaining power and agreeing to terms
and conditions that may adversely affect our business; risks related to doing business in foreign countries, including China; any security
breaches, cyber-attacks or other disruptions compromising our proprietary information and exposing us to liability; our failure to innovate
or adapt to new or emerging technologies, including in relation to our competitors; our failure to comply with regulatory requirements;
results of any arbitration or litigation that may arise; stock volatility and illiquidity; dilution caused by any future issuance of common
stock or securities that are convertible into or exercisable for common stock; our failure to implement our business plans or strategies;
and our ability to maintain effective internal control over financial reporting. These and other risks and uncertainties are described
in more detail in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections
of the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2023, and in subsequently filed Quarterly Reports
on Form 10-Q. Considering these risks, uncertainties and assumptions, the forward-looking statements regarding future events and circumstances
discussed in this document may not occur, and actual results could differ materially and adversely from those anticipated or implied in
the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking
statements included in this document speak only as of the date hereof and, except as required by law, we undertake no obligation to update
publicly or privately any forward-looking statements, whether written or oral, for any reason after the date of this document to conform
these statements to new information, actual results or to changes in our expectations.
Contact:
Kenneth Boller
Akoustis Technologies
Chief Financial Officer
(704) 274-3598
kboller@akoustis.com
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