Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2023, Akoustis Technologies, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with B. Riley Securities,
Inc., as representative of the several underwriters named in Schedule B thereto
(the "Underwriters"), pursuant to which the Company agreed to issue and sell to
the Underwriters 12,545,454 shares of the Company's common stock, par value
$0.001 per share (the "Common Stock"), in an underwritten public offering (the
"Offering") pursuant to a Registration Statement on Form S-3, which became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
on February 15, 2022 (File No. 333-262540) (the "Registration Statement"), and a
related prospectus, including the related preliminary prospectus supplement
filed with the Securities and Exchange Commission (the "SEC") on January 18,
2023 and the final prospectus supplement filed with the SEC on January 23, 2023.
In addition, pursuant to the Underwriting Agreement, the Company granted the
Underwriters an option, exercisable for a period of 30 calendar days from
January 19, 2023, to purchase up to an additional 1,636,363 shares of Common
Stock solely to cover over-allotments (the "Over-Allotment Option"), which
Over-Allotment Option was exercised in full. The net proceeds from the Offering
were approximately $32.0 million, after deducting the underwriting discount and
estimated offering expenses payable by the Company. Under the terms of the
Underwriting Agreement, the Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act, or
contribute to payments that the Underwriters may be required to make in respect
of those liabilities. The representations, warranties and covenants contained in
the Underwriting Agreement were made only for purposes of such agreement and as
of specific dates, were solely for the benefit of the parties to such agreement
and may be subject to limitations agreed upon by the contracting parties. The
Offering closed on January 24, 2023.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K, and the foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit, which is incorporated herein by reference. A copy of
the opinion of K&L Gates LLP relating to the validity of the issuance and sale
of the shares of Common Stock in the Offering is attached as Exhibit 5.1 hereto.
Item 8.01 Other Events.
On January 19, 2023, the Company issued a press release with respect to the
pricing of the Offering. The press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 19, 2023, by and between
Akoustis Technologies, Inc. and B. Riley Securities, Inc., as
representative of the several underwriters named in Schedule B thereto
5.1 Opinion of K&L Gates LLP
23.1 Consent of K&L Gates LLP (contained in Exhibit 5.1)
99.1 Press Release, dated January 19, 2023
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
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