Akoustis Technologies, Inc. (OTCMKTS:AKTS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On December 27, 2016, Akoustis Technologies, Inc. (the Company)
held a closing (the December Closing) of a private placement
offering (the Offering), in which the Company received
subscription agreements for 411,000 shares of its common stock,
par value $0.001 per share (the Common Stock), at a fixed
purchase price of $5.00 per share (the Offering Price). Aggregate
gross proceeds before deducting expenses of the Offering are
expected to be $2,055,000. As previously reported in the Companys
Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the SEC) on November 25, 2016 (the November
8-K), the Company previously sold 322,000 shares of Common Stock
in the Offering, bringing the total number of shares of Common
Stock subscribed for in the Offering to 733,000 shares, for
aggregate gross proceeds before expenses of $3,665,000. The
Offering was exempt from registration under Section 4(a)(2) of
the Securities Act of 1933, as amended (the Securities Act), in
reliance upon the safe harbor provided by Rule 506(b) of
Regulation D.
In connection with the December Closing, the Company agreed to
pay a placement agent, a registered U.S. broker-dealer (the
Placement Agent), cash commissions not to exceed 10% of the gross
proceeds raised from investors first contacted by the Placement
Agent in the Offering. In addition, the Company agreed to pay the
Placement Agent warrant commissions to purchase a number of
shares of Common Stock equal to 10% of the number of shares of
Common Stock sold to investors first contacted by the Placement
Agent in the Offering. The warrants have a term of five years and
an exercise price of $5.00 per share. As a result of the
foregoing, the Placement Agent was paid an aggregate cash
commission of $194,500, subject to adjustment in certain limited
circumstances, and will be issued warrants to purchase an
aggregate of 38,900 shares of Common Stock. The Company is also
required to reimburse the Placement Agent approximately $13,440
of legal and other expenses incurred in connection with the
Offering.
The investors who purchased shares of Common Stock at the
December Closing purchased such shares to a Subscription
Agreement on the same terms and conditions described in the
November 8-K. Such investors also became a party to the
Registration Rights Agreement described in the November 8-K. For
a description of the terms and conditions of the Subscription
Agreement and the Registration Rights Agreement, see Item 1.01
Entry into a Material Definitive Agreement in the November 8-K.
The description of the terms and conditions of the Subscription
Agreement and the description of the Registration Rights
Agreement in the November 8-K are specifically incorporated
herein by reference.
The Company amended the Registration Rights Agreement, effective
December 15, 2016, to reflect that, as of December 15, 2016, the
Company became a Delaware corporation. A copy of the amendment is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth under Item 1.01 above is incorporated
herein by reference.
This Current Report on Form 8-K is filed in accordance with
Securities Act Rule 135c and is neither an offer to sell any
securities, nor a solicitation of an offer to buy any securities,
nor will there be any offer or sale of any securities in any
state or jurisdiction absent registration or compliance with an
applicable exemption from registration requirements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 |
Registration Rights Agreement by and among the Company and the investors in the Offering (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SEC on November 25, 2016) |
|
| 10.2 |
Amendment No. 1 to Registration Rights Agreement by and among the Company and the investors in the Offering |
|
| 10.3 | Form of Placement Agent Warrant |
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 00.00 at 5.56 with shares trading hands.
