Item 1.01 Entry
into a Material Definitive Agreement
On November 25, 2016,
Akoustis Technologies, Inc. (“Akoustis” or the “Company”) held a closing of a private placement
offering (the “Offering”) in which the Company sold 322,000 shares of its common stock, par value $0.001 per
share (the “Common Stock”) to accredited investors, at a fixed purchase price of $5.00 per share (the
“Offering Price”) for aggregate gross proceeds of $1.61 million. The round was led by Jerry D. Neal, Co-Chairman
of the Board and founder of RF Micro Devices, Inc. (Now Qorvo, Inc), Steven Miller, founder of Sawtek, Inc., Jeffrey B.
Shealy, President and Chief Executive Officer, and included certain other accredited investors. 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 Company did not engage, or pay any commissions to, any
placement agents or brokers.
In accordance with the terms of the subscription
agreement (the “Subscription Agreement”) executed by the Company and each of the Investors, if the Company issues
additional shares of Common Stock or Common Stock equivalents (subject to 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) between November 25, 2016 and the date that is 90 days after the date
on which the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “SEC”),
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 will be entitled
to receive from the Company additional shares of Common Stock in an amount 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
in the Offering would have purchased at the Lower Price.
In connection with the Offering, the Company
entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to
which the Company agreed to file a registration statement (the “Registration Statement”) with the SEC, within 90 calendar
days of the final closing of the Offering, to register the resale of the shares of Common Stock issued in the Offering (the “Registrable
Shares”). The Company must use commercially reasonable efforts to have the Registration Statement declared effective by
the SEC within 180 days after the Registration Statement is first filed with the SEC. If (a) the Company is late in filing the
Registration Statement with the SEC, (b) the Registration Statement ceases for any reason to remain continuously effective during
the term of the Registration Rights Agreement or the holders of the Registrable Shares are not otherwise permitted to use the
prospectus therein for more than 15 consecutive trading days, or (c) the Registrable Shares are not listed or included for quotation
on the OTC Markets, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT, or trading in the Common Stock is
suspended for more than 3 full consecutive trading days, the Company will make payments to each holder of Registrable Securities,
as liquidated damages, a cash sum calculated at a rate of 12% per annum of the aggregate purchase price paid by such holder pursuant
to the Subscription Agreement with respect to such holder’s affected Registrable Shares, on a daily pro rata basis for the
period during which such shares are affected. The maximum amount of liquidated damages that the Company will pay will be an amount
equal to 8% of the Offering Price per affected share. No liquidated damages will be paid with respect to Registrable Shares removed
from the Registration Statement in response to a comment from the staff of the SEC limiting the number of shares of Common Stock
that may be included in the Registration Statement or with respect to Registrable Shares that may be resold under Securities Act
Rule 144 or another exemption from registration under the Securities Act.
The Company must keep the Registration
Statement effective until the earlier of (a) two years from the date it is declared effective by the SEC and (b) the date Rule
144 is available to the holders of Registrable Shares with respect to all of their Registrable Shares without volume or other
limitations.
The holders of Registrable Shares have
“piggyback” registration rights for such Registrable Shares with respect to up to two registration statements filed
by the Company following the effectiveness of the Registration Statement that would permit the inclusion of such shares, subject
to customary conditions.
The Company will pay all expenses in connection
with any registration obligation provided in the Registration Rights Agreement, including, without limitation, all registration,
filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the fees
and disbursements of the Company’s counsel and independent accountants. Each holder of Registrable Shares will be responsible
for its own sales commissions, if any, transfer taxes and the expenses of any attorney or other advisor such holder decides to
employ.
The foregoing description of the Registration
Rights Agreement is qualified in its entirety by reference to the text thereof, which is filed as an exhibit hereto and incorporated
herein by reference.