Akoustis Technologies, Inc. (OTCMKTS:AKTS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Effective as of December 15, 2016, Akoustis Technologies, Inc.
(the Company) entered into a plan of conversion (the Plan of
Conversion) and changed its state of incorporation from the State
of Nevada to the State of Delaware (the Reincorporation). The
Company executed the Plan of Conversion following approval by the
Companys stockholders of the Reincorporation at the Companys 2016
Annual Meeting of Stockholders held on December 15, 2016 (the
Annual Meeting). The Plan of Conversion is attached hereto as
Exhibit 2.1. In connection with the Reincorporation, the Company
filed Articles of Conversion with the State of Nevada attached
hereto as Exhibit 3.1 and a Certificate of Conversion with the
State of Delaware attached hereto as Exhibit 3.2.

Upon effectiveness of the Reincorporation, the rights of the
Companys stockholders became governed by the Delaware General
Corporation Law, the Certificate of Incorporation attached hereto
as Exhibit 3.3, and the Bylaws attached hereto as Exhibit 3.4. As
a Delaware corporation following the Reincorporation
(Akoustis-Delaware), the Company is deemed to be the same
continuing entity as the Nevada corporation prior to the
Reincorporation (Akoustis-Nevada). As such, Akoustis-Delaware
continues to possess all of the rights, privileges, and powers of
Akoustis-Nevada, all of the properties of Akoustis-Nevada, and
all of the debts, liabilities, and obligations of
Akoustis-Nevada, including all contractual obligations, and
continues with the same name, business, assets, liabilities,
headquarters, officers, and directors as immediately prior to the
Reincorporation.

Upon effectiveness of the Reincorporation, all of the issued and
outstanding shares of common stock of Akoustis-Nevada
automatically converted into issued and outstanding shares of
common stock of Akoustis-Delaware without any action on the part
of the Companys stockholders. Each outstanding option or warrant
to purchase a share of Akoustis-Nevada common stock will be
deemed to constitute an option or warrant to purchase one share
of common stock of Akoustis-Delaware at an exercise price per
full share equal to the stated exercise price or other terms or
provisions of the option or warrant. The common stock of
Akoustis-Delaware will continue to be quoted on the OTC Markets
(OTCQB) under the same AKTS symbol.

Additional information regarding the Reincorporation and a
comparison of the rights of stockholders of Akoustis-Delaware and
Akoustis-Nevada can be found in the definitive proxy statement
relating to the Annual Meeting filed with the Securities and
Exchange Commission on November 14, 2016 (the Proxy Statement).

The information set forth under Item 1.01 above is incorporated
herein by reference.

At the Annual Meeting, the Companys stockholders approved the
Akoustis Technologies, Inc. 2016 Stock Incentive Plan (the 2016
Plan). The 2016 Plan, under which awards can be granted until
December 14, 2026, or the 2016 Plans earlier termination,
provides for the grant of incentive stock options, nonqualified
stock options, stock appreciation rights (SARs), restricted
awards in the form of restricted stock awards, restricted stock
units and deferred stock units, performance awards in the form of
performance shares and performance units, phantom stock awards
and other stock-based awards or dividend equivalent awards to
selected employees, including the Companys named executive
officers, non-employee directors, and consultants of the Company
and its affiliates.

The maximum number of shares of common stock that the Company may
issue or deliver to awards granted under the 2016 Plan is
3,000,000 shares, plus any shares subject to outstanding awards
granted under the Akoustis Technologies, Inc. 2015 Equity
Incentive Plan (the 2015 Plan), which awards are forfeited,
cancelled, terminated, expire or lapse for any reason without the
issuance of shares or to which such shares are forfeited or
reacquired by the Company. No new awards will be granted under
the 2015 Plan.

The foregoing summary description of the 2016 Plan is qualified
in its entirety by reference to the actual terms of the 2016
Plan, which is incorporated herein by reference to Exhibit 10.1.
For additional information regarding the 2016 Plan, please refer
to Proposal 2 Approval of the Akoustis Technologies, Inc. 2016
Stock Incentive Plan on pages 14-23 of the Proxy Statement.

The information set forth under Item 1.01 is incorporated herein
by reference.

The Companys stockholders approved four proposals that were
presented at the Annual Meeting, which were described in the
Proxy Statement. There were 15,876,981 shares of common stock
eligible to be voted at the Annual Meeting, and 10,632,847 shares
were represented in person or by proxy at the Annual Meeting,
which constituted a quorum to conduct business at the Annual
Meeting. The final voting results of the four proposals are set
forth below.

Proposal 1: Election of Directors

The Companys stockholders approved the slate of directors
consisting of five members to hold office until the 2017 annual
meeting of stockholders and until their successors are duly
elected and qualified, or until their earlier resignation or
removal, based on the following voting results:

Proposal 2: Approval of the Akoustis Technologies, Inc.
2016 Stock Incentive Plan

The Companys stockholders approved the 2016 Plan, based on the
following voting results:

Proposal 3: Approval of the Reincorporation

The Companys stockholders approved the Reincorporation, based on
the following voting results:

Proposal 4: Ratification of the Independent Registered
Public Accounting Firm

The Companys stockholders ratified the appointment of Marcum LLP
as the Companys independent registered public accounting firm for
the fiscal year ending June 30, 2017, based on the following
voting results:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

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).

Akoustis Technologies, Inc. (OTCMKTS:AKTS) Recent Trading Information

Akoustis Technologies, Inc. (OTCMKTS:AKTS) closed its last trading session down -0.05 at 5.70 with shares trading hands.