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

Item 1.01Entry into a Material Definitive Agreement

On November 25, 2016, Akoustis Technologies, Inc. (Akoustis or
the Company) held a closing of a private placement offering (the
Offering) in which the Company sold 322,000 shares of its common
stock, par value $0.001 per share (the Common Stock) to
accredited investors, at a fixed purchase price of $5.00 per
share (the Offering Price) for aggregate gross proceeds of $1.61
million. The round was led by Jerry D. Neal, Co-Chairman of the
Board and founder of RF Micro Devices, Inc. (Now Qorvo,
Inc),Steven Miller, founder of Sawtek, Inc., Jeffrey B. Shealy,
President and Chief Executive Officer, and included certain other
accredited investors. 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 Company did not engage, or
pay any commissions to, any placement agents or brokers.

In accordance with the terms of the subscription agreement (the
Subscription Agreement) executed by the Company and each of the
Investors, if the Company issues additional shares of Common
Stock or Common Stock equivalents (subject to customary
exceptions, including but not limited to issuances of awards
under Company employee stock incentive programs and certain
issuances in connection with credit arrangements, equipment
financings, lease arrangements, or similar transactions) between
November 25, 2016 and the date that is 90 days after the date on
which the Registration Statement (as defined below) is declared
effective by the Securities and Exchange Commission (the SEC),
for a consideration per share less than the Offering Price (as
adjusted for any subsequent stock dividend, stock split,
distribution, recapitalization, reclassification, reorganization,
or similar event) (the Lower Price), each Investor will be
entitled to receive from the Company additional shares of Common
Stock in an amount such that, when added to the number of shares
of Common Stock initially purchased by such Investor, will equal
the number of shares of Common Stock that such Investors
investment in the Offering would have purchased at the Lower
Price.

In connection with the Offering, the Company entered into a
registration rights agreement (the Registration Rights Agreement)
with the Investors, to which the Company agreed to file a
registration statement (the Registration Statement) with the SEC,
within 90 calendar days of the final closing of the Offering, to
register the resale of the shares of Common Stock issued in the
Offering (the Registrable Shares). The Company must use
commercially reasonable efforts to have the Registration
Statement declared effective by the SEC within 180 days after the
Registration Statement is first filed with the SEC. If (a) the
Company is late in filing the Registration Statement with the
SEC, (b) the Registration Statement ceases for any reason to
remain continuously effective during the term of the Registration
Rights Agreement or the holders of the Registrable Shares are not
otherwise permitted to use the prospectus therein for more than
15 consecutive trading days, or (c) the Registrable Shares are
not listed or included for quotation on the OTC Markets, the
Nasdaq Capital Market, the New York Stock Exchange, or the NYSE
MKT, or trading in the Common Stock is suspended for more than 3
full consecutive trading days, the Company will make payments to
each holder of Registrable Securities, as liquidated damages, a
cash sum calculated at a rate of 12% per annum of the aggregate
purchase price paid by such holder to the Subscription Agreement
with respect to such holders affected Registrable Shares, on a
daily pro rata basis for the period during which such shares are
affected. The maximum amount of liquidated damages that the
Company will pay will be an amount equal to 8% of the Offering
Price per affected share. No liquidated damages will be paid with
respect to Registrable Shares removed from the Registration
Statement in response to a comment from the staff of the SEC
limiting the number of shares of Common Stock that may be
included in the Registration Statement or with respect to
Registrable Shares that may be resold under Securities Act Rule
144 or another exemption from registration under the Securities
Act.

The Company must keep the Registration Statement effective until
the earlier of (a) two years from the date it is declared
effective by the SEC and (b) the date Rule 144 is available to
the holders of Registrable Shares with respect to all of their
Registrable Shares without volume or other limitations.

The holders of Registrable Shares have piggyback registration
rights for such Registrable Shares with respect to up to two
registration statements filed by the Company following the
effectiveness of the Registration Statement that would permit the
inclusion of such shares, subject to customary conditions.

The Company will pay all expenses in connection with any
registration obligation provided in the Registration Rights
Agreement, including, without limitation, all registration,
filing, stock exchange fees, printing expenses, all fees and
expenses of complying with applicable securities laws, and the
fees and disbursements of the Companys counsel and independent
accountants. Each holder of Registrable Shares will be
responsible for its own sales commissions, if any, transfer taxes
and the expenses of any attorney or other advisor such holder
decides to employ.

The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the text thereof, which
is filed as an exhibit hereto and incorporated herein by
reference.

Item 3.02Unregistered 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 9.01Financial 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 -0.50 at 5.50 with shares trading hands.