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

Item 1.01.

On March 23, 2017, Akoustis Technologies, Inc. (the Company)
entered into a Definitive Asset Purchase Agreement (the AP
Agreement) and a Definitive Real Property Purchase Agreement (RP
Agreement) (collectively, the Agreements) with The Research
Foundation for the State University of New York (RF-SUNY) and
Fuller Road Management Corporation (FRMC), an affiliate of
RF-SUNY (collectively, Sellers), respectively, to acquire 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 also agreed to assume substantially all of
the on-going obligations of the Acquired Business incurred in the
ordinary course of business.

to the Agreements, and subject to the satisfaction or waiver of
certain conditions, the Company will purchase the Acquired
Business from Sellers for an aggregate purchase price of $2.75
million (subject to adjustment as provided in the AP Agreement),
payable in cash, at closing. The Company has delivered $10,000
into escrow as a good faith deposit to be refunded to the Company
only under certain limited circumstances, such as Sellers failure
to complete the sale or the Companys termination of the
Agreements due to Sellers failure to satisfy a condition
precedent to closing not waived by the Company.

Consummation of the transactions contemplated by the Agreements
is subject to the satisfaction of certain conditions precedent,
including, but not limited to,delivery to the Company of the
financial books and records of the Acquired Business sufficient
for the completion of an audit, certain third-party consents, and
other customary conditions of closing.The Company has made
various representations and warranties and covenants in the
Agreements that are customary for a company acting as a buyer in
its industry except that the Company is required to pay to FRMC a
penalty, as set forth below, if the Company sells the property
subject to the RP Agreement within three (3) years after the date
of the RP Agreement for an amount in excess of $1,750,000,
subject to certain enumerated exceptions. The penalty imposed
shall be equivalent to the amount that the sales price of the
property exceeds $1,750,000 up to the maximum penalty (Maximum
Penalty) defined below:

While the Agreement contemplates that a closing of the sale of
the Acquired Business (the Closing) will take place on or about
June 30, 2017, or up to 14 additional days in the Companys
discretion if certain required consents have not been obtained,
the conditions precedent to closing are such that there can be no
assurance that the Company will complete its acquisition of the
Acquired Business in that time or at all.

The Acquired Business currently consists of a 120,000 square foot
commercial wafer-manufacturing facility, including Class
100/Class 1000 cleanroom space, located in Canandaigua, New York,
57-acres of real estate and improvements associated with the
manufacturing facility, 150-mm silicon MEMS wafer fab operations,
including semiconductor manufacturing tools, an existing
silicon-based MEMS business with historical annual revenues of
approximately $3.0 million from multiple customers, Trusted
Foundry accreditation for MEMS processing, packaging and
assembly, a 30 employee workforce that will be offered employment
upon the Closing and two existing tenants with multi-year leases.

The AP Agreement and RP Agreement have been included to provide
investors and shareholders with information regarding their
terms. They are not intended to provide any other factual
information about the Company. Each of the Agreements contains
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 AP
Agreement and RP Agreement 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 foregoing description of the AP Agreement and RP Agreement
contained in this Item1.01 does not purport to be complete and is
qualified in its entirety by reference to the AP Agreement and RP
Agreement, copies of which are filed herewith as Exhibits 2.1 and
2.2, and are incorporated herein by reference.

ForwardLooking Statements

The foregoing contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements in this report that are not descriptions of
historical facts are forward-looking statements that are based on
managements current expectations and assumptions and are subject
to risks and uncertainties. In some cases, you can identify
forward-looking statements by terminology including anticipates,
believes, can, continue, could, estimates, expects, intends, may,
plans, potential, predicts, should, will, would or the negative
of these terms or other comparable terminology. Factors that
could cause actual results to differ materially from those
currently anticipated include, without limitation:

In light of these risks, uncertainties and assumptions, the
forward-looking statements regarding future events and
circumstances discussed in this report 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
report 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 for any reason after the
date of this presentation to conform these statements to actual
results or to changes in our expectations. This report does not
constitute an offer to sell, or the solicitation of any offer to
buy, any securities of the Company, or any other entity
whatsoever. Any representation to the contrary by any party
should be ignored.

On March 24, 2017, the Company issued a press release announcing
that it had entered into the Agreements. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.

The information contained in this Item 7.01 of this report is
being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section. The information in this Item 7.01 shall not be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.

(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 00.00 at 9.49 with shares trading hands.