Akoustis Technologies,
Inc. (Nasdaq: AKTS) (“Akoustis” or the “Company”), an
integrated device manufacturer of patented bulk acoustic wave
(“BAW”) high-band radio frequency (“RF”) filters for mobile and
other wireless applications, announced today that it intends to
offer and sell shares of its common stock in an underwritten public
offering.
Akoustis expects to grant the underwriter a
30-day option to purchase additional shares of common stock sold in
the offering solely to cover over-allotments. The offering is
subject to market and other conditions, and there can be no
assurance as to whether or when such offering may be completed, or
as to the actual size or terms of such offering. Certain of the
Company’s directors and officers have indicated an intent to
purchase shares of common stock in the offering.
Akoustis intends to use the net proceeds from
the proposed offering to fund operations and the growth of its
business, including for capital expenditures, working capital,
research and development, servicing its outstanding debt, potential
strategic transactions and for other general corporate
purposes.
B. Riley Securities, Inc. is acting as sole
book-running manager for the offering. Craig-Hallum Capital Group
LLC and ROTH Capital Partners are acting as co-managers.
A shelf registration statement relating to the
shares of common stock to be issued in the proposed offering was
filed with the Securities and Exchange Commission (the “SEC”) and
is effective. A preliminary prospectus supplement and
accompanying prospectus describing the terms of the proposed
offering will be filed with the SEC. The shares of common
stock may be offered only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. Copies of the preliminary prospectus supplement
and the accompanying prospectus relating to the securities being
offered may be obtained, when available, from B. Riley Securities,
Inc., 1300 17th Street North, Suite 1300, Arlington, VA 22209, by
telephone at (703)-312-9580 or by email at
prospectuses@brileyfin.com. Electronic copies of the
preliminary prospectus supplement and accompanying prospectus will
also be available on the SEC’s website at http://www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, the shares of
common stock, nor will there be any sale of the shares of common
stock in any state or other jurisdiction in which such offer,
solicitation or sale is not permitted.
About Akoustis Technologies, Inc.
Akoustis® (http://www.akoustis.com/) is a BAW RF
filter solutions company that is pioneering next-generation
materials science and MEMS wafer semiconductor 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 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 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 6-inch diameter1 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 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, 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 regarding the proposed
public offering of common stock and the intended use of the net
proceeds of such public offering. 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, although some
forward-looking statements are expressed differently.
Forward-looking statements are neither historical facts nor
assurances of future 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 whether the Company
will consummate the proposed offering; market and other general
economic conditions; whether the Company will be able to satisfy
the conditions required to close any sale of common stock in the
proposed offering; our limited operating history; our inability to
generate revenues or achieve profitability; the fact that Company’s
management will have broad discretion in the use of the proceeds
from any sale of the common stock in the proposed offering; the
Company’s ability to realize the anticipated benefits from business
acquisitions (including the acquisitions of RFM Integrated Device,
Inc. and Grinding and Dicing Services, Inc.); the possibility that
costs or difficulties related to the integration of acquired
businesses’ operations will be greater than expected and the
possibility of disruptions to our business during integration
efforts and strain on management time and resources; the results of
the Company’s research and development activities, including
uncertainties relating to semiconductor process manufacturing; the
development of the Company’s XBAW® technology and products
presently under development and the anticipated timing of such
development; the Company’s ability to protect its intellectual
property rights that are valuable to its business, including patent
and other intellectual property rights; the Company’s ability to
successfully manufacture, market and sell products based on the
Company’s technologies; the Company’s ability to achieve
qualification of its products for commercial manufacturing in a
timely manner and the size and growth of the potential markets for
any products so qualified; our limited number of patents; claims of
infringement, misappropriation or misuse of third party
intellectual property, including the lawsuit filed by Qorvo, Inc.
in October 2021, that, regardless of merit, could result in
significant expense and negatively impact our business results; our
inability to attract and retain qualified personnel; 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 meet the required
specifications of customers and achieve qualification of our
products for commercial manufacturing in a timely manner; our
inability 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 the Company’s products; the Company’s
ability to raise funding to support operations and the continued
development and qualification of its products and the technologies
underlying them; the impact of the COVID-19 pandemic,
Russian-Ukrainian conflict and other sources of volatility on our
operations, financial condition and the worldwide economy;
increases in prices for raw materials, labor, and fuel caused by
rising inflation; the impact of potential shortages in supplies
needed to manufacture our products, or needed by our customers to
manufacture devices incorporating our products; the Company’s
ability to service its outstanding indebtedness; 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,
including China; any security breaches, cyber-attacks or other
disruptions compromising our proprietary information and exposing
us to liability; our failure to innovate or adapt to new or
emerging technologies, including in relation to our competitors;
our failure to comply with regulatory requirements; results of any
arbitration or litigation that may arise; stock volatility and
illiquidity; dilution caused by any future issuance of common stock
or securities that are convertible into or exercisable for common
stock; our failure to implement our business plans or strategies;
and our ability to maintain effective internal control over
financial reporting. 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
and the Risk Factors sections of the preliminary prospectus
supplement describing the terms of the proposed offering that will
be filed with the SEC. 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:
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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