Akoustis Technologies, Inc. (NASDAQ: AKTS) (“Akoustis” or
the “Company”), an integrated device manufacturer (IDM) of patented
bulk acoustic wave (BAW) high-band RF filters for mobile and other
wireless applications, announced today that it has priced its
underwritten public offering of 20,000,000 shares of its common
stock at a public offering price of $0.50 per share.
Akoustis expects the gross proceeds from the
offering to be approximately $10.0 million, before deducting the
underwriting discount and other estimated offering expenses payable
by Akoustis.
Roth Capital Partners is acting as sole manager
for the offering.
Akoustis intends to use the net proceeds from
the proposed offering to fund operations and the growth of its
business, including for capital expenditures, working capital,
research and development, the commercialization of its technology,
potential strategic transactions and for other general corporate
purposes.
Akoustis has granted the underwriters in the
offering a 30-day option to purchase up to 3,000,000 additional
shares of common stock solely to cover over-allotments.
Akoustis expects to close the offering, subject to market and
other conditions, on or about January 29, 2024.
A shelf registration statement on Form S-3 (File
No. 333-262540) relating to the shares of common stock to be issued
in the offering was previously filed with the Securities and
Exchange Commission (the “SEC”) and is currently effective. A
preliminary prospectus supplement and accompanying prospectus
describing the terms of the offering have been filed with the SEC
on January 24, 2024, and a final prospectus supplement and
accompanying prospectus with respect to the offering will be filed
with the SEC. Copies of the final prospectus supplement and
the accompanying prospectus relating to the securities being
offered may be obtained, when available, from Roth Capital
Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA
92660, by telephone at (800) 678-9147 or by email at
rothecm@roth.com. Electronic copies of the final prospectus
supplement and accompanying prospectus will also be available on
the SEC's website at http://www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, the shares of
common stock, nor will there be any sale of the shares of common
stock in any state or other jurisdiction in which such offer,
solicitation or sale is not permitted.
About Akoustis Technologies,
Inc.
Akoustis® (http://www.akoustis.com) is a
high-tech BAW RF filter solutions company that is pioneering
next-generation materials science and MEMS wafer manufacturing
to address the market requirements for improved RF filters ‒
targeting higher bandwidth, higher operating frequencies and higher
output power compared to legacy polycrystalline BAW
technology. The Company utilizes its proprietary and
patented XBAW® manufacturing process to produce bulk
acoustic wave RF filters for mobile and other
wireless markets, which facilitate signal acquisition and
accelerate band performance between the antenna and digital back
end. Superior performance is driven by the significant
advances of poly-crystal, single-crystal, and other high
purity piezoelectric materials and the resonator-filter process
technology which enables optimal trade-offs between critical power,
frequency and bandwidth performance specifications.
Akoustis plans to service the fast growing
multi-billion-dollar RF filter market using its integrated
device manufacturer (IDM) business model. The Company owns and
operates a 125,000 sq. ft.
ISO-9001:2015 registered commercial wafer-manufacturing
facility located in Canandaigua, NY, which includes a class 100 /
class 1000 cleanroom facility — tooled for 150 mm
diameter wafers ‒ for the design, development,
fabrication and packaging of RF filters, MEMS and other
semiconductor devices. Akoustis Technologies, Inc. is
headquartered in the Piedmont technology
corridor near Charlotte, North Carolina.
Forward-Looking Statements
This document includes “forward-looking
statements” within the meaning of Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, each
as amended, that are intended to be covered by the “safe harbor”
created by those sections. These forward-looking statements
include, but are not limited to, statements regarding the public
offering of common stock and the intended use of the net proceeds
of such public offering. Forward-looking statements include all
statements that are not historical facts and typically are
identified by use of terms such as “may,” “might,” “would,” “will,”
“should,” “could,” “project,” “expect,” “plan,” “strategy,”
“anticipate,” “attempt,” “develop,” “help,” “believe,” “think,”
“estimate,” “predict,” “intend,” “forecast,” “seek,” “potential,”
“possible,” “continue,” “future,” and similar words (including the
negative of any of the foregoing), although some forward-looking
statements are expressed differently. Forward-looking statements
are neither historical facts nor assurances of future results,
performance, events or circumstances. Instead, these
forward-looking statements are based on management’s current
beliefs, expectations and assumptions, and are subject to risks and
uncertainties. Factors that could cause actual results to differ
materially from those currently anticipated include, without
limitation, risks relating to our inability to obtain adequate
financing and sustain our status as a going concern; our limited
operating history; our inability to generate revenues or achieve
profitability; the results of our research and development
activities; our inability to achieve acceptance of our products in
the market; the failure of our common stock to meet the minimum
requirements for continued listing on the Nasdaq Capital Market;
the possibility that the anticipated benefits from business
acquisitions will not be realized in full or at all or may take
longer to realize than expected; the possibility that costs or
difficulties related to the integration of acquired businesses’
operations will be greater than expected and the possibility of
disruptions to our business during integration efforts and strain
on management time and resources; the impact of a pandemic or
epidemic or a natural disaster, including the COVID-19 pandemic,
the Russian-Ukrainian and Middle East conflicts and other sources
of volatility on our operations, financial condition and the
worldwide economy, including its impact on our ability to access
the capital markets; increases in prices for raw materials, labor,
and fuel caused by rising inflation; general economic conditions,
including upturns and downturns in the industry; shortages in
supplies needed to manufacture our products, or needed by our
customers to manufacture devices incorporating our products; our
limited number of patents; failure to obtain, maintain, and enforce
our intellectual property rights; claims of infringement,
misappropriation or misuse of third party intellectual property,
including the lawsuit filed by Qorvo, Inc. in October 2021, that,
regardless of merit, has resulted in significant expense; our
inability to attract and retain qualified personnel; our reliance
on third parties to complete certain processes in connection with
the manufacture of our products; product quality and defects;
existing or increased competition; our ability to successfully
manufacture, market and sell products based on our technologies;
our ability to meet the required specifications of customers and
achieve qualification of our products for commercial manufacturing
in a timely manner; our inability to successfully scale our New
York wafer fabrication facility and related operations while
maintaining quality control and assurance and avoiding delays in
output; the rate and degree of market acceptance of any of our
products; our ability to achieve design wins from current and
future customers; contracting with customers and other parties with
greater bargaining power and agreeing to terms and conditions that
may adversely affect our business; risks related to doing business
in foreign countries, including China; any security breaches,
cyber-attacks or other disruptions compromising our proprietary
information and exposing us to liability; our failure to innovate
or adapt to new or emerging technologies, including in relation to
our competitors; our failure to comply with regulatory
requirements; results of any arbitration or litigation that may
arise; stock volatility and illiquidity; dilution caused by any
future issuance of common stock or securities that are convertible
into or exercisable for common stock; our failure to implement our
business plans or strategies; and our ability to maintain effective
internal control over financial reporting. These and other risks
and uncertainties are described in more detail in the Risk Factors
and Management’s Discussion and Analysis of Financial Condition and
Results of Operations sections of the Company’s most recent Annual
Report on Form 10-K for the year ended June 30, 2023, and in
subsequently filed Quarterly Reports on Form 10-Q. Considering
these risks, uncertainties and assumptions, the forward-looking
statements regarding future events and circumstances discussed in
this document 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 document 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, whether written or oral, for any reason after the date
of this document to conform these statements to new information,
actual results or to changes in our expectations.
Contact:
COMPANY:
Kenneth Boller
Akoustis Technologies
Chief Financial Officer
(704) 274-3598
kboller@akoustis.com
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