Committed to Full Continuity in Delivering
Next-Generation BAW High-Band RF Filters to Customers Around the
World
Filing to Ensure Business Sold Free and Clear
of Qorvo Infringement Following Final Judgement and Required
Cleansing Process
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 voluntarily
filed for chapter 11 relief in the United States Bankruptcy Court
for the District of Delaware (the “Court”) to provide the Company
with the flexibility to complete its ongoing marketing and sale
process while continuing to deliver for its valued customers around
the world. The voluntary chapter 11 filing follows the Company’s
recent legal case with Qorvo, Inc., in which Akoustis was ordered
to pay a total judgement of approximately $59 million in damages,
fees, and interest related to allegations of trade secret
misappropriation and patent infringement.
“In light of the final judgement, we have taken this strategic
step to provide flexibility and allow us to continue operations
while our sale process continues with momentum. Our priority is to
ensure a seamless process for our customers, partners, and
employees as we work to find partners who recognize the importance
of our products, continued operations, and the central role we play
in the RF wireless industry,” said Kamran Cheema, Chief Executive
Officer of Akoustis. “We intend to leverage the court-supervised
sale process to reaffirm that the business being sold is free and
clear of any Qorvo infringement following the court-ordered
cleansing process, which we firmly believe is the case.”
To anchor the sale process, Akoustis has entered into a stalking
horse asset purchase agreement with Gordon Brothers Commercial
& Industrial, LLC for the purchase of certain of the Company’s
assets. Prior to the commencement of its chapter 11 cases, the
Company engaged in discussions with interested parties regarding
the Company’s continued operations through a potential sale of all
or part of the Company’s businesses and assets. In response to such
interest, the Company intends to use the court-supervised sale
process to seek the highest or otherwise best bid for its
assets.
The Company seeks to execute an organized sale process with
sufficient time to obtain going concern qualified bids.
Importantly, Akoustis continues to manage its operations
efficiently with sufficient liquidity to continue to operate in the
ordinary course of business during the court-supervised sale
process. To ensure the continued operation of its business without
interruption, Akoustis has filed customary “first day” motions in
its chapter 11 cases. These motions, upon approval, will help
facilitate the continued payment of employee wages and benefits,
enable payments to critical vendors and other relief measures
standard in these circumstances.
Additional information is available at
https://cases.stretto.com/Akoustis. Stakeholders with questions may
call the Company’s claims agent Stretto, toll-free at 855.316.4019
or 714.881.5615 if calling from outside the U.S. or Canada, or
email at TeamAkoustis@stretto.com.
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, 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 the Company’s plans to pursue a sale
of the business or assets pursuant to chapter 11 of the U.S.
Bankruptcy Code and the timing and structure of any such sales and
ability to satisfy closing conditions; the Company’s intention to
continue operations during the chapter 11 cases; the Company’s
belief that the sale process will be in the best interest of the
Company and its stakeholders; and other statements regarding the
Company’s strategy and future operations, performance and prospects
among others. 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 press
release, 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 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 the Company, and
other risks and uncertainties, including those more fully described
in the Company’s Annual Report on Form 10-K for the fiscal year
ended June 30, 2024 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. These risks
and uncertainties include, but are not limited to, the risks
associated with the potential adverse impact of the chapter 11
cases on the Company’s liquidity and results of operations; changes
in the Company’s ability to meet its financial obligations during
the pendency of the chapter 11 cases and to maintain contracts that
are critical to its operations; the outcome and timing of the
chapter 11 cases and any potential asset sale; the effect of the
filing of the chapter 11 cases and any potential asset sale on the
Company’s relationships with vendors, regulatory authorities,
employees and other third parties; possible proceedings that may be
brought by third parties in connection with the chapter 11 cases or
the Sale Transaction; uncertainty regarding obtaining Court
approval of a sale of the Company’s assets or other conditions to
the potential asset sale; and the timing or amount of any
distributions, if any, to the Company’s stakeholders. The Company
undertakes no obligation to revise or update publicly any
forward-looking statements.
Company Advisors
K&L Gates LLP is serving as legal counsel, Raymond James
& Associates, Inc. is serving as investment banker, Getzler
Henrich & Associates LLC is serving as financial advisor, and C
Street Advisory Group is serving as strategic communications
advisor.
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 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.
About Gordon Brothers
Since 1903, Gordon Brothers has maximized liquidity through
realizable asset value by providing the people, expertise and
capital to solve business challenges. Our solutions-oriented
approach across asset services, lending, financing and trading
gives clients the insights, strategies and time to optimize asset
values throughout the business cycle. We work across the full
spectrum of assets globally with deep expertise in retail,
commercial, industrial, brands and real estate. We are
headquartered in Boston with over 30 offices across North America,
Europe, the Middle East and Africa, and Asia Pacific.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241215231872/en/
Media C Street Advisory Group Akoustis@thecstreet.com
Investor Kenneth Boller Chief Financial Officer
(704)-274-3598 kboller@akoustis.com
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