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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): January 24, 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 2.02 Results of Operations and Financial Condition.
On
January 24, 2024, Akoustis Technologies, Inc. (the “Company”) filed a preliminary prospectus supplement (the “Preliminary
Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (No. 333-262540) pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the “Securities Act”), relating to an underwritten public offering (the “Offering”)
of shares of the Company’s common stock. The Preliminary Prospectus Supplement contains select preliminary unaudited estimated financial
results for the fiscal quarter ended December 31, 2023. Such preliminary estimated results are furnished in the excerpt from the Preliminary
Prospectus Supplement attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
A copy of the press release
announcing the launch of the Offering is included herewith as Exhibit 99.2 and is incorporated by reference.
The
information under Items 2.02 and 7.01 and in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K are 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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: January 24, 2024 |
By: |
/s/ Kenneth E. Boller |
|
Name: |
Kenneth E. Boller |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
Selected Preliminary Financial Results for
Second Quarter of Fiscal 2024
Below is a summary of certain
preliminary estimates regarding our financial results for the quarter ended December 31, 2023. This preliminary financial information
is based upon our estimates and is subject to completion of our financial closing procedures. Moreover, this preliminary financial information
has been prepared solely on the basis of information that is currently available to, and that is the responsibility of, management. Our
independent registered public accounting firm has not audited or reviewed, and does not express an opinion with respect to, this information.
This preliminary financial information is not a comprehensive statement of our financial results for the quarter ended December 31, 2023,
and remains subject to, among other things, the completion of our financial closing procedures, final adjustments, completion of our internal
review and review by our independent registered public accounting firm of our financial statements for the quarter ended December 31,
2023, which may materially impact the results and expectations set forth below.
We expect revenue for the
three months ended December 31, 2023 to be in the range of approximately $6.9 million to $7.1 million. We recorded revenue of approximately
$5.9 million for the three months ended December 31, 2022.
As of December 31, 2023, we
had approximately $12.9 million of cash and cash equivalents.
Exhibit 99.2
Akoustis Announces Proposed Public Offering
of Common Stock
Charlotte, NC, January 24, 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 intends
to offer and sell shares of its common stock in an underwritten public offering.
Akoustis expects to grant the underwriters a
30-day option to purchase additional shares of common stock sold in the offering solely to cover over-allotments. The offering
is subject to market and other conditions, and there can be no assurance as to whether or when such offering may be completed, or as
to the actual size or terms of such offering. Certain of the Company’s directors, officers and other employees have indicated
an intent to purchase shares of common stock in the offering.
Roth Capital Partners is acting as sole manager for 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, the commercialization of its technology, potential strategic transactions and for other general corporate
purposes.
A shelf registration statement relating to
the shares of common stock to be issued in the proposed offering was previously filed with the Securities and Exchange Commission
(the “SEC”) and is currently effective. A preliminary prospectus supplement and accompanying prospectus describing
the terms of the proposed offering will be filed with the SEC. The shares of common stock may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the
preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained, when
available, from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, by telephone at (800) 678-9147 or
by email at rothecm@roth.com. Electronic copies of the preliminary 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 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 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 (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 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 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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