Current Report Filing (8-k)
May 08 2020 - 5:07PM
Edgar (US Regulatory)
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): May
8, 2020
AKOUSTIS
TECHNOLOGIES, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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001-38029
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33-1229046
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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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:
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Trading Symbol:
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Name of each exchange on which registered:
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Common Stock, $0.001 par value
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AKTS
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The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On
May 8, 2020, Akoustis Technologies, Inc. (the “Company”) entered into an ATM Equity OfferingSM Sales Agreement
(the “Sales Agreement”) with BofA Securities, Inc. and Piper Sandler & Co. (each, a “Sales Agent” and,
together, the “Sales Agents”). Pursuant to the terms of the Agreement, the Company may sell from time to time through
the Sales Agents shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of
up to $50,000,000 (the “Shares”). Sales of Shares, if any, may be made by means of transactions that are deemed to
be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), including block trades, ordinary brokers’ transactions on the Nasdaq Capital Market (“Nasdaq”) or
otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices
or by any other method permitted by law. The Company intends to use the net proceeds from the offering, after deducting the Sales
Agents’ commissions and the Company’s offering expenses, for general corporate purposes.
Under the terms of the
Sales Agreement, the Company may also sell Shares to either or both of the Sales Agents as principals for their own accounts at
a price to be agreed upon at the time of sale. Any sale of Shares to either Sales Agent as
principal would be pursuant to the terms of a separate terms agreement between the Company and such Sales Agent.
The
Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers
under the Sales Agreement.
The
Shares will be offered and sold pursuant to the registration statement on Form S-3 filed by the Company with the U.S. Securities
and Exchange Commission (the “SEC”) on May 8, 2020 (the “Registration Statement”), and the a prospectus
supplement related to the Shares to be filed following such time as the Registration Statement is declared effective by the SEC.
The
foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Sales Agreement, which is attached as an exhibit to the Registration Statement and incorporated by reference into this
Item 1.01.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of
Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other jurisdiction
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Item 9.01
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Financial Statements and Exhibits.
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(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.
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Akoustis Technologies,
Inc.
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Date: May 8, 2020
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By:
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/s/ Kenneth E. Boller
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Name:
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Kenneth E. Boller
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Title:
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Interim Chief Financial Officer
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