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3. Pro-forma
Adjustments
General
The
unaudited pro forma balance sheet is presented as if the transaction occurred on March 31, 2015. The unaudited pro forma statement
of operations is presented as if the transaction occurred on the first day of the reporting period presented. The following are
the itemized pro forma adjustments:
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1) |
The
split-off of the Parent’s operating subsidiary in accordance with the Split-Off Agreement, a 1.094891 for 1 forward
stock split of the Parent Common Stock outstanding on April 23, 2015, and a cancellation of 9,854,019 shares of Parent Common
Stock. |
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2) |
Prior
to the closing of the merger, a $10,000 convertible note payable was converted into 21 shares of the Company’s common
stock, resulting in 11,671 shares of common stock outstanding. |
At
the closing of the Merger each of the 11,671 shares of common stock and the 5,300 shares of preferred stock of Akoustis, Inc.,
issued and outstanding immediately prior to the closing of the Merger was converted into 324.082 shares of our Common Stock. As
a result, an aggregate of 5,500,006 shares of the Parent Common Stock were issued to the holders of Akoustis, Inc. stock.
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3) |
The
close of the Offering of 3,531,104 shares of Common Stock, at a purchase price of $1.50 per share. The aggregate gross proceeds
from the Offering were $5,296,656 (including $645,000 principal amount of convertible notes of Akoustis that converted into
Common Stock by their terms upon closing of the Offering, at a conversion price per share equal to the offering price of $1.50
per share, and before deducting placement agent fees and expenses of the offering estimated at approximately $762,392. |
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4) |
Issuance
of 100,000 shares of the Parent Common Stock to consultants. The shares were valued at $1.50 per share, and $150,000 was recorded
as a general and administrative expense. |
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5) |
The
fair value of the 313,510 warrants issued to the Placement Agent, will be accounted for at fair value as a cost of the offering. |
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