Quarterly report pursuant to Section 13 or 15(d)

Business Acquisition

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Business Acquisition
9 Months Ended
Mar. 31, 2024
Business Acquisition [Abstract]  
Business Acquisition

Note 7. Business Acquisition

 

Grinding & Dicing Services, Inc.

 

On January 1, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, Akoustis, Inc. (the “Purchaser”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GDSI and the stockholders of GDSI (the “Sellers”). Pursuant to the Purchase Agreement, the Purchaser acquired all of the outstanding capital stock of GDSI (such acquisition, the “Transaction”). The acquisition is expected to support a strategy to reshore operations to the United States, improve rapid prototype and development cycle time, and provide prototype cost savings.

 

The total consideration paid to the Sellers at closing of the Transaction consisted of $13.9 million in cash and approximately $1.7 million of shares of the Company’s common stock. In addition, the Company issued a secured promissory note (the “Promissory Note”) in the original principal amount of $4.0 million issued by the Purchaser to the Sellers’ representative with the terms described under Note 10. Notes Payable below.

 

Pro Forma Results

 

The following unaudited pro forma financial information summarizes the results of operations for the three and nine months ended March 31, 2024 and 2023 as if the GDSI acquisition had been completed as of July 1, 2022 (in thousands). The pro forma results were calculated applying the Company’s accounting policies and include the effects of adjustments related to the amortization charges from the acquired intangibles. The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisition had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future.

 

    Three Months Ended
March 31,
    Nine Months Ended
March 31,
 
    2024     2023     2024     2023  
    Unaudited
Proforma
    Unaudited
Proforma
    Unaudited
Proforma
    Unaudited
Proforma
 
Revenues   $ 7,510     $ 7,356     $ 21,530     $ 22,369  
Net Loss   $ (23,308 )   $ (15,545 )   $ (59,147 )   $ (45,575 )
Net Loss per Share   $ (0.26 )   $ (0.23 )   $ (0.75 )   $ (0.74 )