UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2024

AKOUSTIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

9805 Northcross Center Court, Suite A

Huntersville, NC 28078

(Address of principal executive offices, including zip code)

704-997-5735

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement. 

On January 25, 2024, Akoustis Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter 20,000,000 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 24, 2024 and the final prospectus supplement filed with the SEC on January 29, 2024. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for a period of 30 calendar days from January 25, 2024, to purchase up to an additional 3,000,000 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 $10.4 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 Underwriter against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Underwriter 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, including the exercise of the Over-Allotment Option, closed on January 29, 2024.

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 25, 2024 and January 29, 2024, the Company issued press releases with respect to the pricing and the closing of the Offering, respectively. The press releases are attached as Exhibits 99.1 and 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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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