EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-206186) (the “Registration Statement”) of Akoustis Technologies, Inc. (the “Company”) is being filed pursuant to the undertakings in Item 17 of the Registration Statement to update and supplement the information contained in the Registration Statement, as originally declared effective by the Securities and Exchange Commission (the “SEC”) on October 20, 2015, to (i) include the information contained in the Company’s Transition Report on Form 10-K for the transition period ended June 30, 2016 that was filed with the SEC on October 31, 2016, (ii) include the information contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 that was filed with the SEC on November 14, 2016, (iii) update certain information to reflect the Company’s reincorporation from the State of Nevada to the State of Delaware, and (iv) update certain other information in the Registration Statement.

The Registration Statement originally registered the resale of a total of 7,876,310 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) including (i) 5,655,608 outstanding shares of the Common Stock, (ii) 324,650 shares of Common Stock issuable upon exercise of Common Stock purchase warrants, and (iii) up to 1,896,052 shares of Common Stock issuable pursuant to the price-protected anti-dilution provision applicable to 3,792,104 of the outstanding shares referenced in (i) above. Since that time, 6,666 warrants have been exercised for 6,666 shares of Common Stock, 1,317,298 shares of Common Stock (including the 6,666 shares of Common Stock issued upon the exercise of warrants) covered by the Registration Statement have been resold, and the rights provided by the price-protected anti-dilution provision have expired. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement covers a total of 4,662,960 shares of Common Stock, including (a) 4,344,976 outstanding shares of Common Stock and (b) 317,984 shares of Common Stock issuable upon exercise of Common Stock purchase warrants.

No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement.