Akoustis Technologies Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01. Regulation FD Disclosure.
On May 22, 2024, Akoustis Technologies, Inc. (the “Company”) issued press releases regarding updates to its manufacturing process (the “Update Press Release”) and pricing of a registered direct offering, copies of which are being furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information under this Item 7.01 and in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K is being furnished and shall not
be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
Updates to Manufacturing Process
The Update Press Release announced that the Company has developed updates to its XBAW® manufacturing process to remove any patented features claimed by Qorvo, Inc. (“Qorvo”) in U.S. Patent Nos. 7,522,018 and 9,735,755. Qorvo asserted the patents against certain XBAW® RF filters in Qorvo, Inc. vs. Akoustis Technologies, Inc., No. 1:21-cv-01417-JPM (D. Del.). These updates have been incorporated into both new XBAW® RF filters and many earlier XBAW® filter designs since the Fall of 2022. Effective immediately, the Company has released these design updates to manufacturing for the remainder of its filter products that remain in production and distribution as needed to remove any potential infringement.
Suspension of ATM Program
Effective as of May 22, 2024, the Company suspended sales under its “at the market” equity offering program under that certain ATM Sales Agreement, dated as of May 2, 2022, by and among Oppenheimer & Co. Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (the “ATM Program”). If the Company determines in the future to resume potential sales pursuant to the ATM Program, it intends to notify investors and other interested parties by means of a Current Report on Form 8-K or other filing with the Securities and Exchange Commission, or other public announcement.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 about our estimates, expectations, beliefs, intentions, plans or strategies for the future (including our possible future results of operations, profitability, business strategies, competitive position, potential growth opportunities, potential market opportunities and the effects of competition), and the assumptions underlying such statements. 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 not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the Company’s expectations concerning the impact to the Company’s products, financial condition and prospects caused by the verdict in the Qorvo litigation and effectiveness of design updates to remove patented features claimed by Qorvo. 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. These risks and uncertainties include any adverse outcomes of any motions or appeals against us, and other risks and uncertainties, including those more fully described in the Company’s latest Annual Report on Form 10-K for the year ended June 30, 2023 and subsequent Quarterly Reports on Form 10-Q, and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission The Company undertakes no obligation to revise or update publicly any forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press release dated May 22, 2024, furnished herewith. | |
| 99.2 | Press release dated May 22, 2024, furnished herewith. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Akoustis Technologies, Inc.
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| Date: May 22, 2024 | By: | /s/ Kenneth E. Boller |
| Name: | Kenneth E. Boller | |
| Title: | Chief Financial Officer | |
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