Current Report Filing (8-k)
May 26 2020 - 4:36PM
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
20, 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
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 20, 2020, Akoustis, Inc. (“Akoustis Sub”), the operating subsidiary of Akoustis Technologies, Inc. (the “Company”),
issued a promissory note (the “Promissory Note”) in favor of Bank of America, NA (the “Lender”) that provides
for a loan in the principal amount of $1,633,225 (the “PPP Loan”) pursuant to the Paycheck Protection Program under
the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which is administered by the United States
Small Business Administration (the “SBA”). The PPP Loan is scheduled to mature two years from the date of funding of
the PPP Loan (the “Maturity Date”) and accrues interest at a rate of 1.00% per annum. Payments
under the PPP Loan are deferred for the first six months of its term. Commencing 60 days from the funding of the PPP Loan,
but not more than 90 days from the funding of the PPP Loan, Akoustis Sub is obligated to apply to the Lender for loan forgiveness
for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds
in accordance with the PPP, including for payroll costs and mortgage interest, rent and utility costs. If the SBA confirms full
forgiveness of the unpaid balance of the PPP Loan, and reimburses the Lender for the total outstanding principal and interest due
under the PPP Loan, then the loan will be deemed satisfied in full. If the SBA does not confirm full forgiveness of the PPP Loan,
then the Lender will establish repayment terms of the outstanding principal and interest due under the PPP Loan. No assurance is
provided that Akoustis Sub will obtain forgiveness of the PPP Loan in whole or in part. The Promissory Note contains customary
events of default relating to, among other things, payment defaults and provisions of the Promissory Note.
An
affiliate of the Lender serves as sales agent for the Company’s equity offering program under that certain sales
agreement, dated May 8, 2020, by and among the Company and the sales agents party thereto.
The
foregoing summary of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full
text of the Promissory Note, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.
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Item 2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
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The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
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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 26, 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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2
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