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 issued a
redemption notice to the holders of the Company’s outstanding
$10,000,000 aggregate principal amount of 6.5% Convertible Senior
Notes due 2023 (the “Notes”), pursuant to the indenture governing
the Notes. The Company will redeem all Notes that continue to be
outstanding on February 1, 2021.
The Company will pay holders of the Notes that
are redeemed a redemption price equal to 100% of the aggregate
principal amount of Notes being redeemed, plus accrued and unpaid
interest as well as an interest make-whole payment with respect to
those Notes that are redeemed. This redemption price will include
$10.833 of accrued and unpaid interest for each $1,000 principal
amount of Notes being redeemed and $184.167 as the interest
make-whole payment for each $1,000 principal amount of Notes that
are redeemed. The make-whole payment may be paid by the Company in
cash or freely tradeable shares of its common stock so long as the
volume weighted average price of the Company’s common stock for the
ten trading days ending on and including January 29, 2021,
multiplied by 0.95, is not less than $5.01 per share.
Alternatively, holders of the Notes may elect to
convert the Notes into shares of common stock of the Company at a
conversion rate equal to 196.08 shares of common stock per $1,000
principal amount of Notes (equivalent to a conversion price of
approximately $5.10 per share). This conversion right will
terminate at the close of business on January 29, 2021.
Jeff Shealy, founder and CEO of Akoustis,
stated, “I am pleased to report that we will be improving our
balance sheet through the elimination of this convertible debt.”
Mr. Shealy continued, “The elimination of these notes will result
in a go-forward reduction in cash interest of $650,000 annually and
should give us greater flexibility in the future.”
The details concerning the terms and conditions
of the redemption are fully described in the redemption notice, a
copy of which will be filed with the SEC in a current report on
Form 8-K on December 7, 2020. This press release is not a notice of
redemption. The redemption will be made solely pursuant to the
redemption notice.
This announcement does not constitute an offer
to buy or sell, or the solicitation of an offer to sell or buy,
securities in any jurisdiction.
Akoustis’ high frequency, high performance XBAW®
process and filters are experiencing growing interest as the
Company has entered production in multiple markets in calendar
2020, including 5G network infrastructure, high-band WiFi and
phased-array radar applications.
Akoustis has added 15 filters to its product
catalog including a 5.6 GHz WiFi filter, a 5.2 GHz WiFi filter, a
5.5 GHz WiFi-6E filter, a 6.5 GHz WiFi 6E filter, three small cell
5G network infrastructure filters including two Band n77 filters
and one Band n79 filter, a 3.8 GHz filter and five S-Band filters
for defense phased-array radar applications, a 3.6 GHz filter for
the CBRS 5G infrastructure market and a C-Band filter for the
unmanned aircraft systems (UAS) market. The Company is also
developing several new filters for the sub-7 GHz bands targeting 5G
mobile device, network infrastructure, WiFi CPE and defense
markets.
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 incumbent polycrystalline BAW
technology deployed today. The Company utilizes its proprietary
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 high-purity,
single-crystal and associated piezoelectric materials and the
resonator-filter process technology which drives electro-mechanical
coupling and translates to wide filter bandwidth.
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 120,000 sq. ft. ISO-9001:2015
certified 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, 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 our estimates,
expectations, beliefs, intentions, plans or strategies for the
future (including our possible future results of operations,
business strategies, competitive position, potential growth
opportunities, potential market opportunities and the effects of
competition), and the assumptions underlying such statements.
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," "estimate," "predict," “intend,” “forecast,”
“seek,” "potential," "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
ability to obtain adequate financing and sustain our status as a
going concern; our limited operating history; the results of our
research and development activities, including uncertainties
relating to semiconductor process manufacturing; the development of
our XBAW® technology and products presently under development and
the anticipated timing of such development; our ability to protect
our intellectual property rights that are valuable to our business,
including patent and other intellectual property rights; 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; the ability to achieve qualification of our products
for commercial manufacturing in a timely manner and the size and
growth of the potential markets for any products so qualified; our
ability 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; any
security breaches or other disruptions compromising our proprietary
information and exposing us to liability; our ability to raise
funding to support operations and the continued development and
qualification of our products and the technologies underlying them;
our ability to service our outstanding indebtedness represented by
our $25.0 million principal amount of senior convertible notes due
in 2023; and the impact of a pandemic or epidemic or a natural
disaster, including the COVID-19 pandemic, on our operations,
financial condition and the worldwide economy, including its impact
on our ability to access the capital markets; our ability to
maintain effective internal control over financial reporting; and
our ability to obtain and maintain the Trusted Foundry
accreditation of our New York wafer fabrication facility. 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:
COMPANY:
Tom Sepenzis
Akoustis Technologies
VP of Corporate Development & IR
(980) 689-4961
tsepenzis@akoustis.com
The Del Mar Consulting Group, Inc.
Robert B. Prag, President
(858) 794-9500
bprag@delmarconsulting.com
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