Akoustis Technologies, Inc. (Nasdaq: AKTS) (“Akoustis” or
the “Company”), an integrated device manufacturer of patented bulk
acoustic wave (“BAW”) high-band radio frequency (“RF”) filters for
mobile and other wireless applications, announced today that it has
priced its underwritten public offering of 10,909,091 shares of its
common stock at a public offering price of $2.75 per share.
Akoustis expects the gross proceeds from the
offering to be approximately $30.0 million, before deducting the
underwriting discount and other estimated offering expenses payable
by Akoustis. Net proceeds, after the underwriting
discount, but before estimated expenses of the offering payable by
Akoustis, are expected to be approximately $28.2 million. Certain
of the Company’s directors and officers have indicated an intent to
purchase shares of common stock in the offering.
Akoustis intends to use the net proceeds from
the proposed offering to fund operations and the growth of its
business, including for capital expenditures, working capital,
research and development, servicing its outstanding debt, potential
strategic transactions and for other general corporate
purposes.
Akoustis has granted the underwriters in the
offering a 30-day option to purchase up to 1,636,363 additional
shares of common stock solely to cover over-allotments.
Akoustis expects to close the offering, subject to market and
other conditions, on or about January 24, 2023.
B. Riley Securities is acting as sole
book-running manager for the offering. Craig-Hallum Capital Group
LLC and Roth Capital Partners are acting as co-managers.
A shelf registration statement relating to the
shares of common stock to be issued in the offering was filed with
the Securities and Exchange Commission (the “SEC”) and is
effective. A preliminary prospectus supplement and accompanying
prospectus describing the terms of the offering have been filed
with the SEC and a final prospectus supplement and accompanying
prospectus with respect to the offering will be filed with the SEC.
Copies of the final prospectus supplement and the
accompanying prospectus relating to the securities being offered
may be obtained, when available, from B. Riley Securities, Inc.,
1300 17th Street North, Suite 1300, Arlington, VA 22209, by
telephone at (703) 312-9580 or by email at
prospectuses@brileyfin.com. Electronic copies of the final
prospectus supplement and accompanying prospectus will also be
available on the SEC's website at http://www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, the shares of
common stock, nor will there be any sale of the shares of common
stock 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 BAW RF
filter solutions company that is pioneering next-generation
materials science and MEMS wafer semiconductor 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 certified commercial wafer-manufacturing
facility located in Canandaigua, NY, which includes a class 100 /
class 1000 cleanroom facility - tooled for 6 inch
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 press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, 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 proposed
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, although some
forward-looking statements are expressed differently.
Forward-looking statements are neither historical facts nor
assurances of future 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 whether the Company will consummate
the proposed offering; market and other general economic
conditions; whether the Company will be able to satisfy the
conditions required to close any sale of common stock in the
proposed offering; the Company’s limited operating history; the
Company’s inability to generate revenues or achieve profitability;
the fact that Company’s management will have broad discretion in
the use of the proceeds from any sale of the common stock in the
proposed offering; the Company’s ability to realize the anticipated
benefits from business acquisitions (including the acquisitions of
RFM Integrated Device, Inc. and Grinding and Dicing Services,
Inc.); 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 the Company’s
business during integration efforts and strain on management time
and resources; the results of the Company’s research and
development activities, including uncertainties relating to
semiconductor process manufacturing; the development of the
Company’s XBAW® technology and products presently under development
and the anticipated timing of such development; the Company’s
ability to protect its intellectual property rights that are
valuable to its business, including patent and other intellectual
property rights; the Company’s ability to successfully manufacture,
market and sell products based on the Company’s technologies; the
Company’s ability to achieve qualification of its products for
commercial manufacturing in a timely manner and the size and growth
of the potential markets for any products so qualified; the
Company’s limited number of patents; 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, could result in significant expense and
negatively impact business results; the Company’s inability to
attract and retain qualified personnel; the Company’s reliance on
third parties to complete certain processes in connection with the
manufacture of its products; product quality and defects; existing
or increased competition; the Company’s ability to meet the
required specifications of customers and achieve qualification of
its products for commercial manufacturing in a timely manner; the
Company’s inability to successfully scale its 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 the Company’s
products; the Company’s ability to raise funding to support
operations and the continued development and qualification of its
products and the technologies underlying them; the impact of the
COVID-19 pandemic, Russian-Ukrainian conflict and other sources of
volatility on the Company’s operations, financial condition and the
worldwide economy; increases in prices for raw materials, labor,
and fuel caused by rising inflation; the impact of potential
shortages in supplies needed to manufacture the Company’s products,
or needed by its customers to manufacture devices incorporating its
products; the Company’s ability to service its outstanding
indebtedness; the Company’s 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 the Company’s business; risks
related to doing business in foreign countries, including China;
any security breaches, cyber-attacks or other disruptions
compromising the Company’s proprietary information and exposing us
to liability; the Company’s failure to innovate or adapt to new or
emerging technologies, including in relation to its competitors;
the Company’s 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; the Company’s failure to implement
its business plans or strategies; and the Company’s 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 and in
subsequently filed Quarterly Reports on Form 10-Q and the Risk
Factors sections of the preliminary prospectus supplement
describing the terms of the proposed offering that will be filed
with the SEC. 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, the Company undertakes 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 its
expectations.
Tom Sepenzis
Akoustis Technologies, Inc.
VP of Corporate Development & IR
(980) 689-4961
tsepenzis@akoustis.com
The Del Mar Consulting Group, Inc.
Robert B. Prag, President
(858) 794-9500
bprag@delmarconsulting.com
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