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 January 18, 2017, Akoustis Technologies, Inc. (the Company)
held a closing (the January Closing) of a private placement
offering (the Offering), in which the Company sold 1,258,996
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 were $6,294,980. As previously reported
in the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission (the SEC) on December 28, 2016
(the December 8-K), the Company previously sold 733,000 shares of
Common Stock in the Offering, bringing the total number of shares
of Common Stock subscribed for in the Offering to 1,991,996
shares, for aggregate gross proceeds before expenses of
$9,959,980. 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 January Closing, the Company agreed to pay
certain placement agents, who are registered U.S. broker-dealers
(the Placement Agents), cash commissions not to exceed 10% of the
gross proceeds raised from investors first contacted by the
Placement Agents in the Offering. In addition, the Company agreed
to pay the Placement Agents 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 Agents in the Offering. The Company also agreed to pay
a lead placement agent an additional cash commission of 1% of
gross proceeds raised by certain of the Placement Agents and an
additional 1% warrant commission. 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 Agents were paid an aggregate
cash commission of $595,125 and will be issued warrants to
purchase an aggregate of approximately 123,900 shares of Common
Stock in connection with the January Closing. The Company is also
required to reimburse the Placement Agents approximately $10,070
of aggregate legal and other expenses incurred in connection with
the January Closing.
The investors who purchased shares of Common Stock in connection
with the January Closing purchased such shares to a Subscription
Agreement on the same terms and conditions described in the
Companys Current Report on Form 8-K, filed with the SEC on
November 25, 2016 (the November 8-K). Such investors also became
a party to the Registration Rights Agreement, as amended to
reflect the Companys reincorporation in Delaware, which amendment
is described in the December 8-K and specifically incorporated
herein by reference. 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.
| 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 (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed with the SEC on December 28, 2016) |
|
| 10.3 |
Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K filed with the SEC on December 28, 2016) |
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 up +0.05 at 5.85 with shares trading hands.
