Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

Stockholders' Equity
12 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Stockholders’ Equity

Note 11. Stockholders’ Equity


Equity Issuances


On May 8, 2020, the Company entered into an ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Piper Sandler & Co., which was amended on February 19, 2021, (the “Sales Agreement”) pursuant to which the Company may sell from time-to-time shares of its common stock having an aggregate offering price of up to $100,000,000 (the “Equity Offering Program”).


The following table summarizes sales through the Equity Offering Program during the year ended June 30, 2021:


Three months ended     Avg price
per share
    Number of
(in millions)
(in millions)
(in millions)
September 30, 2020     $ 8.09       416,221     $ 3.4     $ 0.1     $ 3.3  
December 31, 2020     $ 8.93       2,296,023     $ 20.5     $ 0.4     $ 20.1  
March 31, 2021     $ 14.99       2,082,148     $ 31.2     $ 0.5     $ 30.7  
June 30, 2021     $ 10.01       762,197     $ 7.6     $ 0.1     $ 7.5  
Total     $ 11.28       5,556,589     $ 62.7     $ 1.1     $ 61.6  


February 2021 Registered Direct Offering


On February 19, 2021, the Company entered into securities purchase agreements to sell a total of 1,500,000 shares of its common stock to a limited number of institutional investors in a registered direct offering at a purchase price of $14.3592 per share for aggregate gross proceeds of $21.5 million. The offering closed on February 23, 2021. The Company expects to use the proceeds of the offering to fund the Company’s operations and growth of its business, including for capital expenditures, working capital, research and development, the commercialization of its technology and other general corporate purposes.


Equity incentive plans


On November 1, 2018, the Board of Directors adopted, and on the same date approved, the Company’s 2018 Stock Incentive Plan (as amended, the “2018 Plan”), which authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants and other stock awards. The 2018 Plan initially reserved a total of 3,000,000 shares of common stock for issuance thereunder. On September 24, 2019, the Company’s stockholders approved an amendment to the 2018 Plan increasing the number of shares reserved for issuance thereunder to 6,000,000. As of June 30, 2021, 2,570,911 shares remained available for future grants under the 2018 Plan. The Company previously maintained the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2016 Stock Incentive Plan (the “2016 Plan”). No additional shares will be issued under the 2015 Plan or the 2016 Plan. The Company settles awards issued under all plans with newly issued common shares.


In addition, the number of shares of our common stock subject to the 2015 Plan, 2016 Plan and 2018 Plan, any number of shares subject to any numerical limit in the Plans, and the number of shares and terms of any incentive awards thereunder would be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.


Options granted under the 2015 Plan, 2016 Plan and 2018 Plan vest as determined by the Company’s board of directors and expire over varying terms, but not more than ten years from the date of grant. In the case of an Incentive Stock Option that is granted to a 10% shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant.


The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following weighted average assumptions:


    June 30,
    June 30,
Exercise price   $7.72 – $17.61     $4.71 – $8.15  
Expected term (years)   4.00 – 5.00     4.75 – 5.00  
Risk-free interest rate   0.25 – 0.78%     0.32 – 1.74%  
Volatility   67 – 68%     65 – 69%  
Dividend yield   0%   0%
Weighted Average Grant Date Fair Value of Options granted during the period   $5.09     $4.31  


Expected term: The Company’s expected term is based on the period the options are expected to remain outstanding. The Company estimated this amount utilizing the “Simplified Method” in that the Company does not have sufficient historical experience to provide a reasonable basis to estimate an expected term.


Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant.


Volatility: The Company calculates the expected volatility of the stock price using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market.


Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.


The following is a summary of the option activity:


    Options     Weighted-
Term (in years)
 (in thousands)
Outstanding – June 30, 2020     2,294,415       5.84                  
Granted     520,604       9.32                  
Exercised     (219,192 )     6.10                  
Forfeited/Cancelled     (98,250 )     7.07                  
Outstanding – June 30, 2021     2,497,577       6.49       4.54       10,911  
Exercisable – June 30, 2021     1,294,098       5.44       3.87       6,826  


The total intrinsic value of options exercised during the fiscal years ended June 30, 2021 and June 30, 2020 was $1,590 thousand and $104 thousand, respectively.


As of June 30, 2021, the Company has $2.5 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of 2.2 years.


Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands):


    As of June 30, 2021  

Unrecognized stock-


to be recognized
Options   $ 2,502       2.18  
Restricted stock awards/units   $ 8,081       2.21  


For the years ended June 30, 2021 and 2020, the Company recorded $8.2 million and $6.7 million, respectively, in stock-based compensation which is reflected in total operating expenses in the consolidated statements of operations as follows (in thousands):


    2021     2020  
Research and Development   $ 4,037     $ 3,454  
General and Administrative     4,155       3,280  
Total   $ 8,192     $ 6,734  


Restricted Stock Units and Restricted Stock Awards


A summary of unvested restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) outstanding as of June 30, 2021 and changes during the year ended is as follows:


    Number of
Fair Value
Outstanding - June 30, 2020     1,689,836     $ 7.07  
Granted     856,961       9.77  
Vested     (707,189 )     6.87  
Forfeited/Cancelled/Repurchased     (92,000 )     7.49  
Outstanding – June 30, 2021     1,747,608       8.45  


The weighted average grant date fair value per share for awards granted during the fiscal years ended June 30, 2021 and June 30, 2020 was $9.77 and $7.70, respectively. The total fair value of restricted awards that vested during the fiscal years ended June 30, 2021 and June 30, 2020 was $6.9 million and $4.0 million, respectively.


During the years ended June 30, 2021 and 2020, the Company recorded stock-based compensation expense of $6.1 million and $4.7 million, respectively related to the RSAs and RSUs that have been issued to date.


As of June 30, 2021, the Company had approximately $8.1 million in unrecognized stock-based compensation expense related to the unvested shares.


Employee Stock Purchase Plan


Effective November 1, 2018, the Company adopted the Akoustis Technologies, Inc. Employee Stock Purchase Plan 2018 (the “ESPP”), which was approved by the stockholders on the same date, The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. All regular full-time employees of the Company (including officers) and all other employees who meet the eligibility requirements of the plan may participate in the ESPP. The ESPP provides eligible employees an opportunity to acquire the Company’s common stock at 85.0% of the lower of the closing price per share of the Company’s common stock on the first or last day of each six-month purchase period. At June 30, 2021, 0.35 million shares were available for future issuance under this plan. The Company makes no cash contributions to the ESPP but bears the expenses of its administration. The Company issued 0.07 million, and 0.06 million shares under the ESPP in fiscal years 2021 and 2020, respectively. The Company settles awards issued under the ESPP with newly issued common shares.


For the years ended June 30, 2021 and 2020, the Company recorded $0.17 million and $0.14 million, respectively, in stock-based compensation related to grants of ESPP shares.