Akoustis Technologies, Inc. (OTCMKTS:AKTS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
|
Completion of Acquisition or Disposition of Assets. |
On June 26, 2017, to the previously announced Definitive Asset
Purchase Agreement and Definitive Real Property Purchase
Agreement (collectively, the Agreements) with The Research
Foundation for the State University of New York (RF-SUNY) and
Fuller Road Management Corporation, an affiliate of RF-SUNY,
respectively, Akoustis Technologies, Inc. (the Company) completed
the acquisition of certain specified assets, including STC-MEMS,
a semiconductor wafer-manufacturing operation and
microelectromechanical systems (MEMS) business with associated
wafer-manufacturing tools, as well as the real estate and
improvements associated with the facility located in Canandaigua,
New York, which is used in the operation of STC-MEMS (the assets
and real estate and improvements referred to together herein as
the Acquired Business). The Company acquired the Acquired
Business for an aggregate purchase price of $2.75 million in
cash. In addition, the Company also assumed substantially all of
the ongoing ordinary course obligations of the Acquired Business.
The Company acquired the Acquired Business through its
wholly-owned subsidiary, Akoustis Manufacturing New York, Inc., a
Delaware corporation.
The Agreements contain representations and warranties that each
party thereto made to and solely for the benefit of each other as
of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of
the contract between the parties thereto and may be subject to
important qualifications and limitations agreed by the parties in
connection with negotiating the terms of the contracts. Moreover,
some of those representations and warranties (a)may not be
accurate or complete as of any other specified date, (b)may be
subject to a contractual standard of materiality different from
that generally applicable to stockholders, or (c)may have been
used for the purpose of allocating risk between the parties to
the Agreements rather than establishing matters as facts. For the
foregoing reasons, the representations and warranties should not
be relied upon as statements of factual information. The
Agreements should not be read alone, but should instead be read
in conjunction with the other information that the Company files
with the U.S. Securities and Exchange Commission (the SEC).
The description of the Agreements set forth herein is qualified
in its entirety by reference to the full text of the Agreements,
which were filed as Exhibits 2.1 and 2.2 to the Companys Current
Report on Form 8-K, filed with the SEC on March 24, 2017, and are
incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
In accordance with Item 9.01(a)(4) of Form 8-K and to a letter
from the staff of the SEC permitting the Company to substitute
abbreviated financial statements for the full financial
statements of the Acquired Business, the Company will file
audited abbreviated financial statements required by Item 9.01(a)
of Form 8-K in an amendment to this Form 8-K no later than 71
calendar days after the date that this Form 8-K was required to
be filed.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(a)(4) of Form 8-K, the Company will
file the pro forma financial information required by Item 9.01(b)
of Form 8-K in an amendment to this Form 8-K no later than 71
calendar days after the date that this Form 8-K was required to
be filed.
(d) Exhibits:
| Exhibit No. | Description |
| 2.1 |
Definitive Asset Purchase Agreement dated March 23, 2017, by and between The Research Foundation for the State University of New York and the Company (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on March 24, 2017). |
| 2.2 |
Definitive Real Property Purchase Agreement dated March 23, 2017, by and between Fuller Road Management Corporation and the Company (incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form 8-K filed with the SEC on March 24, 2017). |
About Akoustis Technologies, Inc. (OTCMKTS:AKTS)
Akoustis Technologies, Inc., formerly Danlax, Corp., is a fabless company engaged in developing, designing and manufacturing radio frequency (RF) filter products for the mobile wireless device industry. The Company operates in the telecommunications and fiber optics sector. The Company is focused on commercializing and manufacturing its Bulk ONE acoustic wave technology to address the critical frequency-selectivity requirements in mobile smartphones. The Company plans to use single crystal piezoelectric materials to develop a class of RF filters with a fundamental advantage to reduce losses over existing thin film technologies. The Company’s piezoelectric materials contain high-purity Group III element nitride materials and possess a signature, which can be detected by conventional material metrology tools. The Company is focused on the commercialization of bandwidth RF filters operating in the high frequency portion of the RF Front end (RFFE) (called high band).