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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): November 13, 2023
AKOUSTIS
TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38029 |
|
33-1229046 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
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: |
|
Trading Symbol: |
|
Name of each exchange on which registered: |
Common Stock, $0.001 par value |
|
AKTS |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
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. ☐
Item 2.02. Results
of Operations and Financial Conditions.
On November 13, 2023, Akoustis Technologies, Inc.
announced its financial results for the fiscal quarter ended September 30, 2023. A copy of the press release is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form
8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(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.
|
Akoustis Technologies, Inc. |
|
|
Date: November 13, 2023 |
By: |
/s/ Kenneth E. Boller |
|
Name: |
Kenneth E. Boller |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
Akoustis Reports First Quarter FY24 Results
| ● | Q1
Revenue Up 26% Year-Over-Year, In-Line with Prior Guidance |
| ● | Guiding
Revenue Flat in December Quarter, then 18 to 25% Growth with Record Revenue Projected in March Quarter |
| ● | Growth,
Cost Savings Initiatives, Chips ITC Refund Support Operating Cash Flow Breakeven <1 Year Away |
| ● | Robust
Customer Activity in Wi-Fi AP, 5G Infrastructure, Defense, Timing Control, Semiconductor Back-End Services Plus Multiple
Design Wins for Next-Generation Wi-Fi 7 Consumer-Focused OEMs |
| ● | Company
to Host Investor Update Call Today at 8:00 am ET |
Charlotte, N.C., November 13, 2023 (GLOBE NEWSWIRE)
– 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, today announced first fiscal
quarter results for the period ended September 30, 2023. Revenue was up 26% year-over-year to $7.0 million, in line with the Company’s
guidance.
Based on hundreds of active customers, robust
activity in the sales and design win pipelines, and the semiconductor services business, as well as new product introductions in Wi-Fi
6E and Wi-Fi 7 and 5G infrastructure the Company expects, as previously guided, to report the December quarter to be flat. Looking ahead,
the Company expects return to record revenue in the March quarter of up 18 to 25% in the $8.3 to $8.8 million range.
Over the past several months we have undertaken
significant expense reductions and cost saving measures that we estimate will reduce our operating cash flow burn rate below $8 million
for the December quarter. Given the top-line projections, the Chips ITC refund, and a full quarter of cost savings, we currently expect
operating cash burn to be below $6 million in the March quarter with operating cashflow breakeven less than one year away.
Jeff Shealy, founder and CEO of Akoustis, stated,
“Maintaining strategic focus, Akoustis persists in driving advancements within the Wi-Fi AP, 5G Infrastructure, and Automotive sectors.
Our sales growth is being driven by multiple factors including Wi-Fi 7 design wins with Tier-1 and Tier-2 consumer equipment manufacturers,
XBAW® foundry orders in the 5G mobile and defense markets, and the introduction of Akoustis’ latest single-crystal
piezoelectric nanomaterials and XP3F technology to extend XBAW® to frequencies up to 18 GHz.” Mr. Shealy continued,
“While the Company continues to drive robust pipeline activity especially in the Wi-Fi space, we have strategically undertaken significant
internal expense reductions and cost saving measures that we estimate will reduce our operating expenses annually up to $14 million and
in turn extend our cash runway to operating cashflow breakeven.”
Recent
Business Highlights
| ● | Received
two Wi-Fi 7 4x4 MU-MIMO filter design wins from tier-1 & 2 consumer Wi-Fi OEMs with expected
production ramp in March quarter of calendar 2024 |
| ● | Received
a Wi-Fi 6E 2x2 MU-MIMO filter design win from Tier-2 Wi-Fi OEM with expected production ramp
in March quarter of calendar 2024 |
| ● | Secured
a design win for XBAW® RF filters from tier-2 network infrastructure OEM for
mMIMO base station with expected production ramp in second quarter of calendar year 2024 |
| ● | Signed multi-million dollar DARPA phase II COFFEE contract to advance development of high-frequency XBAW®
and XP3F technology |
| ● | Deployed new, advanced,
single-crystal AIScN XBAW® technology and started sampling new filter with tier-1 Wi-Fi 7 enterprise customer |
| ● | Started
production ramp with international engineering and technology company supplying timing products
for an electric water metering application |
| ● | Introduced
new Wi-Fi 6E/Wi-Fi 7 BAW filter and began sampling to multiple customers |
| ● | Shipped
two new BAW filters using XBAW® foundry process to 5G mobile and Wi-Fi RF
front-end customer |
| ● | Accepted
new foundry purchase order for final iteration of three XBAW® designs for
tier-2 5G mobile and Wi-Fi RF front-end customer for release in first half calendar year
2024 |
| ● | Received
new purchase order as a foundry supplier supporting new DARPA contract for timing control
applications in September quarter and expect additional shipments throughout fiscal year
2024. |
| ● | The
Company’s XBAW® patent portfolio grew to 105 issued and licensed patents,
plus 107 patents pending as of October 31, 2023 |
Akoustis will host an investor call to provide
a business update and outlook, followed by a Q & A session, this morning at 8:00 am ET. The call-in numbers are 877-407-3982 (domestic)
and 201-493-6780 (international). The conference call will be webcast live on the Company’s website and will be available for playback
at the following URL: https://ir.akoustis.com/ir-calendar.
Akoustis maintains its momentum with robust demand
and an expanding sales pipeline for its XBAW® filter products, in addition to its new XBAW®/SAW resonator
and oscillator products, and semiconductor back-end services. The company continues to secure new Wi-Fi design wins in its target markets
including Wi-Fi, 5G Infrastructure, and Automotive, many of which are slated to ramp into production in the coming months.
First
Fiscal Quarter Financial Performance
Akoustis
Technologies, Inc.
Condensed
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
| |
September 30, | | |
June 30, | |
| |
2023 | | |
2023 | |
Assets | |
| | |
| |
Assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 25,787 | | |
$ | 43,104 | |
Accounts receivable, net | |
| 3,942 | | |
| 4,753 | |
Inventory | |
| 6,182 | | |
| 7,548 | |
Other current assets | |
| 2,672 | | |
| 4,440 | |
Total current assets | |
| 38,583 | | |
| 59,845 | |
| |
| | | |
| | |
Property and equipment, net | |
| 58,140 | | |
| 57,826 | |
Goodwill | |
| 14,559 | | |
| 14,559 | |
Intangibles, net | |
| 14,531 | | |
| 15,241 | |
Operating lease right-of-use asset, net | |
| 1,261 | | |
| 1,374 | |
Other assets | |
| 73 | | |
| 72 | |
Total Assets | |
$ | 127,147 | | |
$ | 148,917 | |
| |
| | | |
| | |
Liabilities and Equity | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 15,124 | | |
$ | 17,027 | |
Deferred revenue | |
| 312 | | |
| 105 | |
Operating lease liability | |
| 460 | | |
| 439 | |
Total current liabilities | |
| 15,896 | | |
| 17,571 | |
| |
| | | |
| | |
Long-term Liabilities: | |
| | | |
| | |
Convertible notes payable, net | |
| 41,488 | | |
| 43,347 | |
Operating lease liability | |
| 854 | | |
| 976 | |
Promissory note payable | |
| 1,000 | | |
| 667 | |
Other long-term liabilities | |
| 117 | | |
| 117 | |
Total long-term liabilities | |
| 43,459 | | |
| 45,107 | |
| |
| | | |
| | |
Total Liabilities | |
| 59,355 | | |
| 62,678 | |
| |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
Preferred stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Common stock, $0.001 par value; 125,000,000 shares authorized; 72,463,465, and 72,154,647 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively | |
| 72 | | |
| 72 | |
Additional paid in capital | |
| 358,405 | | |
| 356,522 | |
Accumulated deficit | |
| (290,685 | ) | |
| (270,355 | ) |
Total Stockholders’ Equity | |
| 67,792 | | |
| 86,239 | |
Total Liabilities and Stockholders’ Equity | |
$ | 127,147 | | |
$ | 148,917 | |
Akoustis
Technologies, Inc.
Condensed
Consolidated Statements of Operations
(In
thousands, except per share data)
(Unaudited)
| |
For the Three Months Ended September 30, 2023 | | |
For the Three Months Ended September 30, 2022 | |
Revenue | |
$ | 7,002 | | |
$ | 5,566 | |
| |
| | | |
| | |
Cost of revenue | |
| 8,086 | | |
| 6,453 | |
| |
| | | |
| | |
Gross profit (loss) | |
| (1,084 | ) | |
| (887 | ) |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
Research and development | |
| 10,346 | | |
| 10,097 | |
General and administrative expenses | |
| 10,224 | | |
| 6,982 | |
Total operating expenses | |
| 20,570 | | |
| 17,079 | |
| |
| | | |
| | |
Loss from operations | |
| (21,654 | ) | |
| (17,966 | ) |
| |
| | | |
| | |
Other (expense) income | |
| | | |
| | |
Interest (expense) income | |
| (485 | ) | |
| (743 | ) |
Other (expense) income | |
| (3 | ) | |
| (14 | ) |
Change in fair value of contingent consideration | |
| — | | |
| (446 | ) |
Change in fair value of derivative liabilities | |
| 2,014 | | |
| 21 | |
Total other (expense) income | |
| 1,526 | | |
| (1,182 | ) |
Net loss before income taxes | |
$ | (20,128 | ) | |
$ | (19,148 | ) |
| |
| | | |
| | |
Income Taxes | |
| 1 | | |
| (57 | ) |
| |
| | | |
| | |
Net Loss | |
$ | (20,129 | ) | |
$ | (19,091 | ) |
| |
| | | |
| | |
Net loss per common share - basic and diluted | |
$ | (0.28 | ) | |
$ | (0.33 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding - basic and diluted | |
| 72,306,689 | | |
| 57,154,393 | |
The
following non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with
GAAP. These non-GAAP measures exclude significant expenses that are required by GAAP to be recorded in the Company’s financial
statements and are subject to inherent limitations. Please see reconciliations to comparable GAAP measures below and descriptions of
these non-GAAP measures under “non-GAAP measures.”
Non-GAAP
operating loss and non-GAAP net loss for the quarters ended September 30, 2023, and 2022 were as follows:
Akoustis Technologies, Inc.
Unaudited Reconciliations of Non-GAAP Financial Measures
| |
Three Months Ended | |
(in thousands) | |
September 30,
2023 | | |
September 30,
2022 | |
GAAP operating loss | |
$ | (21,654 | ) | |
$ | (17,966 | ) |
Amortization of acquisition-related
intangible assets | |
| 348 | | |
| 348 | |
Recognition of acquisition-related
promissory note | |
| 333 | | |
| - | |
Gain on sale of fixed assets | |
| 65 | | |
| 1 | |
Common stock
issued for services | |
| 1,884 | | |
| 2,349 | |
Non-GAAP operating
loss | |
$ | (19,025 | ) | |
$ | (15,269 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding
- basic and diluted | |
| 72,306,689 | | |
| 57,154,393 | |
Non-GAAP operating loss per common
share - basic and diluted | |
$ | (0.26 | ) | |
$ | (0.27 | ) |
| |
Three
Months Ended | |
(in thousands) | |
September 30,
2023 | | |
September 30,
2022 | |
GAAP
net loss | |
$ | (20,129 | ) | |
$ | (19,091 | ) |
Change in fair
value of contingent consideration | |
| - | | |
| 446 | |
Change in fair
value of derivative liabilities | |
| (2,014 | ) | |
| (21 | ) |
Amortization
of acquisition-related intangible assets | |
| 348 | | |
| 348 | |
Recognition of
acquisition-related promissory note | |
| 333 | | |
| - | |
Debt discount
amortization | |
| 155 | | |
| 143 | |
Gain on sale
of fixed assets | |
| 65 | | |
| 1 | |
Tax adjustments
related to acquisitions | |
| - | | |
| - | |
Common
stock issued for services | |
| 1,884 | | |
| 2,349 | |
Non-GAAP
net loss | |
$ | (19,358 | ) | |
$ | (15,825 | ) |
| |
| | | |
| | |
Weighted average
common shares outstanding - basic and diluted | |
| 72,306,689 | | |
| 57,154,393 | |
Non-GAAP net
loss per common share - basic and diluted | |
$ | (0.27 | ) | |
$ | (0.28 | ) |
Non-GAAP
Measures
We
regularly review a number of metrics, including non-GAAP operating loss and non-GAAP net loss, which are not financial measures calculated
in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP operating loss represents
operating loss before common stock issued for services, amortization of acquisition-related intangible assets, recognition of acquisition-related
promissory note, and gain or loss on the sale of fixed assets. Non-GAAP net loss represents net loss before change in fair value
of contingent consideration, change in fair value of derivative liabilities, debt discount amortization, gain on extinguishment of debt,
gain or loss on disposal of fixed assets, recognition of acquisition-related promissory note, amortization of acquisition-related intangible
assets, tax adjustments related to acquisitions and common stock issued for services. The Company believes these non-GAAP measures
provide useful information to management, investors, and financial analysts regarding certain financial and business trends relating
to the Company’s financial condition and results of operations. We use these non-GAAP measures to evaluate our business, measure
our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions.
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 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 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, each 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, profitability, business strategies,
competitive position, potential growth opportunities, potential market opportunities and the effects of competition), the anticipated
benefits of the acquisition of Grinding and Dicing Services, Inc., future cash flow and forecasts of breakeven point and expectations
regarding funding under the CHIPS and Science Act, 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,”
“think,” “estimate,” “predict,” “intend,” “forecast,” “seek,”
“potential,” “possible,” “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 inability
to obtain adequate financing and sustain our status as a going concern; our limited operating history; our inability to generate revenues
or achieve profitability; the results of our research and development activities; our inability to achieve acceptance of our products
in the market; the possibility that the anticipated benefits from business acquisitions (including the acquisition of Grinding and Dicing
Services, Inc.) will not be realized in full or at all or may take longer to realize than expected; 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 impact of a pandemic or epidemic or
a natural disaster, including the COVID-19 pandemic, the Russian-Ukrainian conflict and other sources of volatility on our operations,
financial condition and the worldwide economy, including its impact on our ability to access the capital markets; increases in prices
for raw materials, labor, and fuel caused by rising inflation; general economic conditions, including upturns and downturns in the industry;
shortages in supplies needed to manufacture our products, or needed by our customers to manufacture devices incorporating our products;
our limited number of patents; failure to obtain, maintain, and enforce our intellectual property rights; 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 successfully manufacture, market and sell products based on our technologies; 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 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, 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. 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:
Kenneth Boller
Akoustis Technologies
Chief Financial Officer
(704) 274-3598
kboller@akoustis.com
6
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