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): June 22, 2017
Akoustis Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38029 | 33-1229046 |
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
| of Incorporation) | Number) | Identification Number) |
9805 Northcross Center Court, Suite H
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 (§240.12b-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 5.02 | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 22, 2017, the Compensation Committee of the Board of Directors of Akoustis Technologies, Inc. (the “Company”)
approved and adopted a revised form of Restricted Stock Award Agreement to be used in connection with grants of restricted stock
awards under the Company’s 2016 Stock Incentive Plan (the “Plan”). Any future grants of restricted stock awards
made to the Company’s directors, officers, and employees under the Plan will be subject to the terms and conditions of the
Plan and the revised form of Restricted Stock Award Agreement, as such agreement may be modified by the terms of individual grants
approved by the Compensation Committee. Revisions made to the form of Restricted Stock Award Agreement provide that, instead of
vesting the unvested portion of the restricted stock award subject to the agreement upon termination of the participant’s
service by the Company without cause, by the participant for good reason, or due to the participant’s disability, the unvested
portion of the award will be forfeited immediately upon termination for any reason.
The foregoing description of the revised form of Restricted Stock Award Agreement is qualified in its entirety by reference to the form of agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description |
| 10.1 | Revised Form of Restricted Stock Award Agreement |
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.
| AKOUSTIS TECHNOLOGIES, INC. | ||
| By: | /s/ Jeffrey B. Shealy | |
| Name: Jeffrey B. Shealy | ||
| Title: Chief Executive Officer | ||
Date: June 23, 2017
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Revised Form of Restricted Stock Award Agreement |