Akoustis Technologies, Inc. (OTCMKTS:AKTS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Private Placement
On each of December 11, 2017 and December 15, 2017, Akoustis Technologies, Inc. (the “Company”) held a closing (together the “December Closings”) of a private placement offering (the “Offering”) in which the Company sold 1,476,865 shares of its common stock, par value $0.001 per share (the “Common Stock”) to accredited investors, at a purchase price of $5.50 per share (the “Offering Price”) for aggregate gross proceeds of approximately $8,122,757. The Offering concluded with the closing on December 15, 2017. As previously reported in the Company’s Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2017 (the “November 8-K”) and December 7, 2017 (the “December 8-K” and together with the November 8-K, the “Prior 8-Ks”), the Company previously sold 1,163,954 shares of Common Stock in the Offering, bringing the total number of shares of Common Stock subscribed for in the Offering to 2,640,819 shares, for aggregate gross proceeds before expenses of $14,524,504. 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.
The investors in the December Closings purchased Common Stock on the same terms and conditions described in the Prior 8-Ks, including the price-protection terms described in the December 8-K. Investors in the December Closings 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 Offering, the price-protection terms, and of the Registration Rights Agreement, see “Item 1.01 Entry into a Material Definitive Agreement” in each of the Prior 8-Ks. The descriptions of such terms and conditions in the Prior 8-Ks are specifically incorporated herein by reference.
In connection with the December Closings, the Company agreed to pay cash commissions of up to approximately $788,562 to certain placement agents, each of which is a registered U.S. broker-dealer (collectively, the “Placement Agents”). In addition, the Company is obligated to issue to the Placement Agents additional warrants to purchase approximately 154,177 shares of Common Stock. In total, warrants to purchase approximately (i) 88,507 shares of Common Stock at a purchase price of $5.50 per share and (ii) 65,670 shares of Common Stock at a purchase price of $8.16 per share are issuable to the Placement Agents in connection with the Offering. The warrants are exercisable after six months and have a five and a half-year term.
Amendments to Subscription Agreements
On December 11, 2017, the Company completed the execution of amendments to each of the subscription agreements (the “May Subscription Agreements”) by and among the Company and the investors in the Company’s May 2017 private placement offering of Common Stock (the “May Offering”). The May Subscription Agreements provided that if the Company were to issue additional shares of Common Stock or Common Stock equivalents (subject to customary exceptions) (the “Lower Price”), each investor in the May Offering would be entitled to receive from the Company additional shares of Common Stock equal to (i)(a) the total purchase price paid for the shares in the May Offering that are then held by the investors, divided by (b) 90% of the Lower Price, minus (ii) the number of shares in the May Offering that are then held by the investors. The amendments to the May Subscription Agreements amend these price protection provisions to provide that the additional shares of Common Stock issuable to such provisions will equal (i)(a) the total purchase price paid for the shares in the May Offering that are then held by the investors, divided by (b) 90% of the greater of (A) the Lower Price and (B) $5.50, minus (ii) the number of shares in the May Offering that are then held by the investors.
The foregoing description of the amendments to the May Subscription Agreements is qualified in its entirety by reference to the text therefor, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth under “Private Placement” in Item 1.01 above is incorporated herein by reference.
The shares of Common Stock issued in the Offering have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K 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:
Akoustis Technologies, Inc. ExhibitEX-10.2 2 s108445_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT ONE TO SUBSCRIPTION AGREEMENT This Amendment One to Subscription Agreement (this “Agreement”) has been executed by and between the subscriber set forth on the signature page hereof (the “Subscriber”) and Akoustis Technologies,…To view the full exhibit click here
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).