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Akoustis Announces $10 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

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Akoustis Technologies (Nasdaq: AKTS), a producer of high-band RF filters, announced a $10 million registered direct offering. This involves the sale of 50,000,000 shares at $0.20 each. Expected to close on May 24, 2024, the offering adheres to Nasdaq rules and will be handled by Roth Capital Partners. Gross proceeds are estimated at $10 million before fees. The funds will be used for working capital and operations. The offering is based on a previously filed and effective Form S-3 registration with the SEC. Interested parties can obtain prospectus details from the SEC or Roth Capital Partners.

Positive
  • Akoustis Technologies to raise $10 million through direct offering.
  • Shares priced at market rate under Nasdaq rules.
  • Funds to be used for working capital and operational costs.
  • Offering managed by Roth Capital Partners, providing credibility.
  • Effective registration statement already filed with SEC.
Negative
  • Significant shareholder dilution with issuance of 50,000,000 new shares.
  • Low purchase price of $0.20 per share may indicate undervaluation.
  • Gross proceeds figure does not account for placement agent fees and expenses.
  • Dependence on closing conditions which could delay or alter the offering.

Akoustis Technologies’ announcement of a $10 million direct offering priced at-the-market can be considered a significant move. This type of registered direct offering allows the company to raise capital swiftly and efficiently by selling shares directly to institutional investors at market price. Akoustis plans to utilize the net proceeds for working capital and to fund operations, which may be necessary for liquidity and operational stability.

The offering price of $0.20 per share could be a concern for some investors, especially if this represents a discount to the current market price, potentially leading to dilution of existing shareholders' equity. The dilution effect is an important factor to consider, as the issuance of 50 million new shares resulting in an increase in the number of outstanding shares.

From a financial perspective, the proceeds will provide the necessary funds for the company’s ongoing projects and possibly support its growth initiatives in the high-band RF filter market. However, the balance between raising required funds and causing dilution is delicate. Investors should monitor how efficiently the company uses these funds for operational needs and growth initiatives and whether it can deliver value in the long term despite the immediate dilution effect.

From a market perspective, the $10 million offering by Akoustis can be seen as a strategic move to secure additional funding. The fact that the offering is priced at-the-market indicates that the company can quickly attract institutional investors without a long-drawn-out process. This method also avoids the volatility sometimes associated with deeply discounted offerings, maintaining relatively stable market perception.

Given that Akoustis is focused on the high-band RF filter market, which has significant growth potential due to increasing demand in mobile and wireless applications, this infusion of capital may help the company accelerate development and production. The market generally views such offerings positively if the capital is deployed effectively to capitalize on emerging opportunities and technological advancements, which can enhance the company's competitive position.

However, the key for investors will be to evaluate the execution of the company’s strategy post-offering. If the funds are used effectively for growth and innovation, it could result in a positive long-term outcome. Investors should watch future financial reporting for signs of effective capital utilization and resultant growth in market share or technological command.

Charlotte, N.C., May 22, 2024 (GLOBE NEWSWIRE) -- Akoustis Technologies, Inc. (Nasdaq: AKTS) (“Akoustis” or the “Company”), an integrated device manufacturer (IDM) of patented bulk acoustic wave (BAW) high-band RF filters for mobile and other wireless applications, announced today that it has entered into definitive securities purchase agreements for the purchase and sale of an aggregate of 50,000,000 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $0.20 per share of common stock (or common stock equivalent) in a registered direct offering priced at-the-market under Nasdaq rules. The offering is expected to close on or about May 24, 2024 subject to the satisfaction of customary closing conditions.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

Akoustis expects the gross proceeds from the offering to be approximately $10,000,000 million, before deducting the placement agent’s fees and other estimated offering expenses payable by Akoustis. Akoustis intends to use the net proceeds from the proposed offering for working capital and to fund operations. 

A shelf registration statement on Form S-3 (File No. 333-262540) relating to the shares of common stock (and common stock equivalents) to be issued in the offering was previously filed with the Securities and Exchange Commission (the “SEC”) and is currently effective. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the offering that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660, by phone at (800) 678-9147 or by email at rothecm@roth.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the shares of common stock (or common stock equivalents), nor will there be any sale of the shares of common stock (or common stock equivalents) in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Akoustis Technologies, Inc.

Akoustis® (http://www.akoustis.com) is a high-tech BAW RF filter solutions company that is pioneering next-generation materials science and MEMS wafer manufacturing to address the market requirements for improved RF filters ‒ targeting higher bandwidth, higher operating frequencies and higher output power compared to legacy polycrystalline BAW technology. The Company utilizes its proprietary and patented XBAW® manufacturing process to produce bulk acoustic wave RF filters for mobile and other wireless markets, which facilitate signal acquisition and accelerate band performance between the antenna and digital back end. Superior performance is driven by the significant advances of poly-crystal, single-crystal, and other high purity piezoelectric materials and the resonator-filter process technology which enables optimal trade-offs between critical power, frequency and bandwidth performance specifications. 

Akoustis plans to service the fast growing multi-billion-dollar RF filter market using its integrated device manufacturer (IDM) business model. The Company owns and operates a 125,000 sq. ft. ISO-9001:2015 registered commercial wafer-manufacturing facility located in Canandaigua, NY, which includes a class 100 / class 1000 cleanroom facility — tooled for 150 mm diameter wafers ‒ for the design, development, fabrication and packaging of RF filters, MEMS and other semiconductor devices. Akoustis Technologies, Inc. is headquartered in the Piedmont technology corridor near Charlotte, North Carolina.

Forward-Looking Statements

This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements regarding the public offering of common stock and the intended use of the net proceeds of such public offering. Forward-looking statements include all statements that are not historical facts and typically are identified by use of terms such as “may,” “might,” “would,” “will,” “should,” “could,” “project,” “expect,” “plan,” “strategy,” “anticipate,” “attempt,” “develop,” “help,” “believe,” “think,” “estimate,” “predict,” “intend,” “forecast,” “seek,” “potential,” “possible,” “continue,” “future,” and similar words (including the negative of any of the foregoing), although some forward-looking statements are expressed differently. Forward-looking statements are neither historical facts nor assurances of future results, performance, events or circumstances. Instead, these forward-looking statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from those currently anticipated include, without limitation, risks relating to our inability to obtain adequate financing and sustain our status as a going concern; our limited operating history; our inability to generate revenues or achieve profitability; the results of our research and development activities; our inability to achieve acceptance of our products in the market; the failure of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market; the possibility that the anticipated benefits from business acquisitions will not be realized in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of acquired businesses’ operations will be greater than expected and the possibility of disruptions to our business during integration efforts and strain on management time and resources; the impact of a pandemic or epidemic or a natural disaster, including the COVID-19 pandemic, the Russian-Ukrainian and Middle East conflicts and other sources of volatility on our operations, financial condition and the worldwide economy, including its impact on our ability to access the capital markets; increases in prices for raw materials, labor, and fuel caused by rising inflation; general economic conditions, including upturns and downturns in the industry; shortages in supplies needed to manufacture our products, or needed by our customers to manufacture devices incorporating our products; our limited number of patents; failure to obtain, maintain, and enforce our intellectual property rights; claims of infringement, misappropriation or misuse of third party intellectual property, including the lawsuit filed by Qorvo, Inc. in October 2021, that, regardless of merit, has resulted in significant expense and a judgment against us for approximately $38.6 million; our inability to attract and retain qualified personnel; our reliance on third parties to complete certain processes in connection with the manufacture of our products; product quality and defects; existing or increased competition; our ability to successfully manufacture, market and sell products based on our technologies; our ability to meet the required specifications of customers and achieve qualification of our products for commercial manufacturing in a timely manner; our inability to successfully scale our New York wafer fabrication facility and related operations while maintaining quality control and assurance and avoiding delays in output; the rate and degree of market acceptance of any of our products; our ability to achieve design wins from current and future customers; contracting with customers and other parties with greater bargaining power and agreeing to terms and conditions that may adversely affect our business; risks related to doing business in foreign countries, including China; any security breaches, cyber-attacks or other disruptions compromising our proprietary information and exposing us to liability; our failure to innovate or adapt to new or emerging technologies, including in relation to our competitors; our failure to comply with regulatory requirements; results of any arbitration or litigation that may arise; stock volatility and illiquidity; dilution caused by any future issuance of common stock or securities that are convertible into or exercisable for common stock; our failure to implement our business plans or strategies; and our ability to maintain effective internal control over financial reporting. These and other risks and uncertainties are described in more detail in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2023, and in subsequently filed Quarterly Reports on Form 10-Q. Considering these risks, uncertainties and assumptions, the forward-looking statements regarding future events and circumstances discussed in this document may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements included in this document speak only as of the date hereof and, except as required by law, we undertake no obligation to update publicly or privately any forward-looking statements, whether written or oral, for any reason after the date of this document to conform these statements to new information, actual results or to changes in our expectations.


FAQ

What is the purpose of Akoustis Technologies' $10 million direct offering?

The funds raised will be used for working capital and to fund operations.

How many shares is Akoustis Technologies issuing in the direct offering?

Akoustis Technologies is issuing 50,000,000 shares of common stock.

What is the price per share in Akoustis Technologies' direct offering?

Each share is priced at $0.20.

When is Akoustis Technologies' direct offering expected to close?

The offering is expected to close on or about May 24, 2024.

Who is the placement agent for Akoustis Technologies' direct offering?

Roth Capital Partners is acting as the exclusive placement agent.

What will Akoustis Technologies use the proceeds from their direct offering for?

The proceeds will be used for working capital and operational funding.

Is the Akoustis Technologies' direct offering based on a filed registration statement?

Yes, it is based on an effective Form S-3 registration statement filed with the SEC.

Akoustis Technologies, Inc.

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About AKTS

founded in 2014 by experienced industry leaders and scientists from university of california at santa barbara (ucsb) and cornell university, akoustis’ mission is to commercialize and manufacture its patent-pending bulk one™ acoustic wave technology to address the critical frequency-selectivity requirements in today’s mobile smartphones – improving the efficiency and signal quality of mobile wireless devices and enabling the internet of things. the bulk acoustic wave (baw) filter market is rapidly expanding, driven by growth in 4g/lte and the number of filters required per device. nearly 2 billion mobile phones are manufactured per year, and over half are in the growing segment of high-end smartphones. because these smartphones need to operate globally, on more than one carrier, and with bands that are becoming ever-closer together, the need for higher-performance filters is upon us to ensure mobile compatibility. 4g/lte networks are driving the need for higher frequencies, and traditio