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Item 1.01
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Entry into a Material Definitive Agreement
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On December 1, 2017, Akoustis Technologies, Inc. (“Akoustis” or the “Company”)
held a closing (the “December Closing”) of a private placement offering (the “Offering”) in which the Company
sold 982,139 shares of its common stock, par value $0.001 per share (the “Common Stock”) to accredited investors, at
a purchase price of $5.50 per share (the “Offering Price”) for aggregate gross proceeds of approximately $5,400,000.
As previously reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on November 17, 2017 (the “November 8-K”), the Company previously sold 181,815 shares of Common
Stock in the Offering, bringing the total number of shares of Common Stock subscribed for in the Offering to 1,163,954 shares,
for aggregate gross proceeds before expenses of approximately $6,400,000. The Offering
was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
in reliance upon the safe harbor provided by Rule 506(b) of Regulation D.
The investors in the December Closing purchased
Common Stock on the same terms and conditions described in the November 8-K, except that, in accordance with the terms of the subscription
agreement executed by the Company and the investors in the December Closing, if the Company issues additional shares of Common
Stock or Common Stock equivalents (subject to certain customary exceptions, including but not limited to issuances of awards under
Company employee stock incentive programs and certain issuances in connection with credit arrangements, equipment financings, lease
arrangements, or similar transactions) prior to the later of: (i) September 30, 2018; or (ii) 180 days after the effectiveness
of a registration statement with respect to shares purchased by the investors in the Offering, for a consideration per share less
than the Offering Price (as adjusted for any subsequent stock dividend, stock split, distribution, recapitalization, reclassification,
reorganization, or similar event) (the “Lower Price”), each investor in the December Closing (provided that such investor
is not a director, executive officer, employee, or other affiliate of the Company) will be entitled to receive from the Company
additional shares of Common Stock such that, when added to the number of shares of Common Stock initially purchased by such investor,
will equal the number of shares of Common Stock that such investor’s investment would have purchased at the greater of (i)
the Lower Price and (ii) the “Floor Price” as defined below.
The “Floor Price” is equal to:
(i) $5.00 if gross proceeds of the Offering exceed $12,500,000; (ii) $4.50 if gross proceeds of the Offering exceed $10,000,000
and are equal to or less than $12,500,000; or (iii) $4.00 if gross proceeds of the Offering are equal to or less than $10,000,000.
Investors in the December
Closing also became a party to the Registration Rights Agreement described in the November 8-K. For a description of the terms
and conditions of the Registration Rights Agreement, see “Item 1.01 Entry into a Material Definitive Agreement” in
the November 8-K. The description of the terms and conditions of the Registration Rights Agreement in the November 8-K is specifically
incorporated herein by reference.
In connection with the
December Closing, the Company agreed to pay cash commissions of up to approximately $319,000 to certain placement agents, each
of which is a registered U.S. broker-dealer (collectively, the “Placement Agents”). In addition, at the final closing
of the Offering, the Company will be obligated to issue to the Placement Agents: (i) warrants to purchase approximately 27,865
shares of Common Stock, plus (ii) warrants to purchase a number of shares of Common Stock equal to $216,000 divided by 120% of
the closing price of the Common Stock on the day immediately preceding the final closing of the Offering.