UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from __________ to __________
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As of May 8, 2024, there were
AKOUSTIS TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Akoustis Technologies, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
| March 31, | June 30, | |||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangibles, net | ||||||||
| Operating lease right-of-use asset, net | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Promissory note payable | — | |||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Long-term Liabilities: | ||||||||
| Convertible notes payable, net | ||||||||
| Promissory notes payable | ||||||||
| Operating lease liability | ||||||||
| Other long-term liabilities | ||||||||
| Total Long-Term liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 14) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, par value $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements
1
Akoustis Technologies, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| For the Three Months Ended March 31, 2024 | For the Three Months Ended March 31, 2023 | For the Nine Months Ended March 31, 2024 | For the Nine Months Ended March 31, 2023 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income | ||||||||||||||||
| Interest (expense) income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of contingent consideration | ||||||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||||||||||
| Total other (expense) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income Taxes | ( | ) | ( | ) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
See accompanying notes to the condensed consolidated financial statements.
2
Akoustis Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
(Unaudited)
| For the Three Months Ended March 31, 2024 | ||||||||||||||||||||
| Common Stock | Additional Paid In | Accumulated | Total | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2023 | $ | | $ | $ | ( | ) | $ | |||||||||||||
| Common stock issued for cash, net of issuance costs | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| For the Three Months Ended March 31, 2023 | ||||||||||||||||||||
| Common Stock | Additional Paid In | Accumulated | Total | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2022 | $ | | $ | $ | ( | ) | $ | |||||||||||||
| Common stock issued for cash, net of issuance costs | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Common stock issued in acquisition | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
3
Akoustis Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
(Unaudited)
| For the Nine Months Ended March 31, 2024 | ||||||||||||||||||||
| Common Stock | Additional Paid In | Accumulated | Total | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2023 | $ | | $ | $ | ( | ) | $ | |||||||||||||
| Cumulative-effect adoption of ASU 2016-13 | — | ( | ) | ( | ) | |||||||||||||||
| Common stock issued for cash, net of issuance costs | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||
| ESPP Purchase | ||||||||||||||||||||
| Common stock issued in payment of note interest | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| For the Nine Months Ended March 31, 2023 | ||||||||||||||||||||
| Common Stock | Additional Paid In | Accumulated | Total | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock issued for cash, net of issuance costs | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| ESPP purchases | ||||||||||||||||||||
| Common stock issued in acquisition | ||||||||||||||||||||
| Common stock issued in payment of note interest | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
Akoustis Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands, except per share data)
(Unaudited)
| Nine Months Ended March 31, 2024 | Nine Months Ended March 31, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Common stock issued for services | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of operating lease right of use asset | ||||||||
| Non-cash interest payments | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Goodwill impairment | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||
| Change in fair value of contingent consideration | ( | ) | ||||||
| (Gain) Loss on disposal of fixed assets & intangibles | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
Other current liabilities | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Other long term liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash paid for property, plant and equipment | ( | ) | ( | ) | ||||
| Acquisition of business, net of cash acquired | ( | ) | ||||||
| Cash received from the sale of fixed assets | ||||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock, net of issuance costs | ||||||||
| Proceeds from employee stock purchase plan | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents - End of Period | $ | $ | ||||||
| SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||||
| Cash Paid During the Period for: | ||||||||
| Income taxes | ||||||||
| SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Fixed assets included in accounts payable and accrued expenses | ( | ) | ||||||
| Cumulative-effect adoption of ASU 2016-13 | ( | ) | ||||||
| Operating lease right-of-use asset, net | ||||||||
| Operating lease liability | ( | ) | ||||||
| Common stock issued in payment of interest | ||||||||
| Acquisition of business | ||||||||
| Tangible assets, excluding cash | ||||||||
| Intangibles | ||||||||
| Goodwill | ||||||||
| Deferred tax liability | ( | ) | ||||||
| Liabilities assumed | ( | ) | ||||||
| Liabilities cancelled | ||||||||
| Issuance of common stock for acquisition | ( | ) | ||||||
See accompanying notes to the condensed consolidated financial statements
5
AKOUSTIS TECHNOLOGIES, INC.
Notes to the Condensed Consolidated Financial
Statements
(Unaudited)
Note 1. Organization
Akoustis Technologies, Inc. (the “Company”)
was incorporated on
Note 2. Going Concern and Liquidity
The accompanying consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. As of March 31, 2024, the Company had cash and cash equivalents of $
The Company’s short-term and long-term liquidity
requirements primarily arise from funding (i) research and development expenses, (ii) G&A expenses including salaries, bonuses, and
commissions, (iii) working capital requirements, (iv) business acquisitions and investments it may make from time to time, and (v) interest
and principal payments related to its $
The Company has incurred losses and negative cash
flow from operations since inception and is experiencing financial and operating challenges. Its operations thus far have been funded
primarily with sales of equity and debt securities, as well as contract research and government grants, revenue with customers, foundry
services and engineering services. In November 2023, the Company announced that it had undertaken significant expense reductions and cost-saving
measures to reduce its operating cash flow burn. As a result of these cost-savings initiatives, the operating expenditures supporting
the future growth of its manufacturing capabilities and expansion of our product offerings have decreased, along with decreases in research
and development and headcount costs. Additionally, the Company estimates that approximately $
6
Until the Company is able to generate sufficient cash flow from operations to achieve and maintain profitability and meet obligations as they come due, the Company will need to raise significant additional capital to sustain its business through, among other means, public or private equity offerings (including sales of our common stock under our at-the-market equity offering program, described below), debt financings, real estate- or equipment-based financing arrangements, corporate collaborations and/or licensing arrangements.
In January 2024, the Company completed a public
offering of its common stock raising $
Except for the $
If the Company is unable to obtain additional financing in a timely fashion and on acceptable terms, its financial condition and results of operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan.
Note 3. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the filing of this Form 10-Q. Operating results for the quarter ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending June 30, 2024 or any future interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on September 6, 2023 (the “2023 Annual Report”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as of March 31, 2024, Akoustis, Inc., RFM Integrated Device, Inc., and Grinding & Dicing Services, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
Significant Accounting Policies and Estimates
The Company’s significant accounting policies are disclosed in Note 3. Summary of Significant Accounting Policies in the 2023 Annual Report. Since the date of the 2023 Annual Report, there have been no material changes to the Company’s significant accounting policies. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes thereto. The policies, estimates and assumptions include valuing equity securities, derivative liabilities, deferred taxes and related valuation allowances, contingent consideration, goodwill, intangible assets, revenue recognition, and the fair values of long-lived assets. Actual results could differ from the estimates.
7
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires a current lifetime expected credit loss methodology to be used to measure impairments of accounts receivable and other financial assets. Using this methodology will result in earlier recognition of losses than under the previous incurred loss approach, which requires waiting to recognize a loss until it is probable of being incurred. The Company adopted the standard, which applies to its accounts receivables, in the first quarter of fiscal 2024.
Under this new standard, trade receivables are now evaluated on a collective (pool) basis and aggregated on the basis of similar risk characteristics. These aggregated risk pools will be reassessed at each measurement date. A combination of factors is considered in determining the appropriate estimate of expected credit losses which include broad-based economic indicators as well as customers’ financial strength, credit standing, payment history and any historical defaults.
The adoption of this standard using the modified
retrospective transition method resulted in a cumulative-effect adjustment to retained earnings of $
Note 4. Revenue Recognition from Contracts with Customers
Disaggregation of Revenue
The Company’s primary revenue streams include fabrication services and product sales across multiple geographic regions, primarily the Americas, Asia and Europe.
Fabrication Services
Fabrication services revenue includes Non-Recurring Engineering (“NRE”) and backend packaging services. Under these contracts, products are delivered to the customer at the completion of the service which represents satisfaction of the performance obligation as well as transfer of title. Depending on language with regards to enforceable right to payment for performance completed to date, related revenue will either be recognized over time or at a point in time.
Product Sales
Product sales revenue consists of sales of RF filters which are sold with contract terms stating that title passes, and the customer takes control, at the time of shipment. Revenue is then recognized when the devices are shipped, and the performance obligation has been satisfied. If devices are sold under contract terms that specify that the customer does not take ownership until the goods are received, revenue is recognized when the customer receives the goods.
| Fabrication Services Revenue | Product Sales Revenue | Total Revenue with Customers | ||||||||||
| Americas | $ | $ | $ | |||||||||
| Asia | ||||||||||||
| Europe | ||||||||||||
| Total | $ | $ | $ | |||||||||
8
| Fabrication Services Revenue | Product Sales Revenue | Total Revenue with Customers | ||||||||||
| Americas | $ | $ | $ | |||||||||
| Asia | ||||||||||||
| Europe | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Fabrication Services Revenue | Product Sales Revenue | Total Revenue with Customers | ||||||||||
| Americas | $ | $ | $ | |||||||||
| Asia | ||||||||||||
| Europe | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Fabrication Services Revenue | Product Sales Revenue | Total Revenue with Customers | ||||||||||
| Americas | $ | $ | $ | |||||||||
| Asia | ||||||||||||
| Europe | ||||||||||||
| Other | ||||||||||||
| Total | $ | $ | $ | |||||||||
Performance Obligations
The Company has determined that contracts for product sales revenue and fabrication services revenue involve one performance obligation, which is delivery of the final product.
Contract Balances
| Contract Assets | Contract Liability | |||||||
| Balance, June 30, 2023 | $ | $ | ||||||
| Closing, March 31, 2024 | ||||||||
| Increase/(Decrease) | $ | ( | ) | $ | ||||
| Balance, June 30, 2022 | $ | $ | ||||||
| Closing, March 31, 2023 | ||||||||
| Increase/(Decrease) | $ | $ | ( | ) | ||||
9
The Company records a receivable when the title
for goods has transferred. Generally, all sales are contract sales (with either an underlying contract or purchase order), resulting in
all receivables being contract receivables. When invoicing occurs prior to revenue recognition a contract liability is recorded (as deferred
revenue on the Condensed Consolidated Balance Sheets). The amount of revenue recognized in the nine months ended March 31, 2024, that
was included in the opening contract liability balance was $
Contract assets are recorded when revenue recognized
exceeds the amount invoiced. The difference between the opening and closing balances of the Company’s contract assets and contract
liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The
amount of contract assets invoiced in the nine months ended March 31, 2024, that was included in the opening contract asset balance was
$
Backlog of Remaining Customer Performance Obligations
As of March 31, 2024, the Company had partially unsatisfied performance
obligations related to contracts with an original expected duration of greater than one year. Revenue expected to be recognized from these
performance obligations was $
Note 5: Inventory
| March 31, 2024 | June 30, 2023 | |||||||
| Raw Materials | $ | $ | ||||||
| Work in Process | ||||||||
| Finished Goods | ||||||||
| Total Inventory | $ | $ | ||||||
Note 6. Property and Equipment, net
| Estimated Useful Life | March 31, 2024 | June 30, 2023 | ||||||||
| Land | $ | $ | ||||||||
| Building and leasehold improvements | ||||||||||
| Equipment | ||||||||||
| Computer Equipment & Software | ||||||||||
| Total | ||||||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||||
| Total | $ | $ | ||||||||
| (*) |
10
The Company recorded depreciation expense of $
As of March 31, 2024, equipment with a net book
value totaling $
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 $
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.
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Unaudited Proforma | Unaudited Proforma | Unaudited Proforma | Unaudited Proforma | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss per Share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Note 8. Goodwill
The Company performs an annual test for goodwill impairment during its last fiscal quarter. The Company will also test for impairment between annual test dates if an event occurs or circumstances change that would indicate the carrying amount may be impaired.
During the third quarter ended March 31, 2024,
the Company observed continuing declines in its stock price (with increases and decreases throughout the fiscal year) from a high of $
11
Note 9. Accounts Payable and Accrued Expenses
| March 31, 2024 | June 30, 2023 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued salaries and benefits | ||||||||
| Accrued goods received not invoiced | ||||||||
| Accrued professional fees | ||||||||
| Other accrued expenses | ||||||||
| Totals | $ | $ | ||||||
Note 10. Notes Payable
Convertible Senior Notes due 2027
| Maturity Date | Stated Interest Rate | Conversion Price | Face Value | Remaining Debt (Discount) | Fair Value of Embedded Derivatives | Carrying Value | ||||||||||||||||||||
| Long Term convertible notes payable | ||||||||||||||||||||||||||
| 6.0% convertible senior notes | % | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||
| Ending Balance as of March 31, 2024 | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Maturity Date | Stated Interest Rate | Conversion Price | Face Value | Remaining Debt (Discount) | Fair Value of Embedded Derivatives | Carrying Value | ||||||||||||||||||||
| Long Term convertible notes payable | ||||||||||||||||||||||||||
| 6.0% convertible senior notes | % | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||
| Ending Balance as of June 30, 2023 | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
Interest expense on the Convertible Notes during
the three months ended March 31, 2024 included contractual interest of $
Promissory Note
The Company’s wholly-owned subsidiary, Akoustis,
Inc. issued a secured promissory note (the “Promissory Note”) in the original principal amount of $
12
Note 11. Concentrations
Customers
| Three Months 03/31/2024 | Three Months 03/31/2023 | |||||||
| Customer 1 | % | % | ||||||
| Customer 2 | % | |||||||
| Customer 3 | % | |||||||
| Nine Months 03/31/2024 | Nine Months 03/31/2023 | |||||||
| Customer 1 | % | |||||||
| Customer 2 | % | % | ||||||
| Customer 3 | % | |||||||
| March 31, 2024 | June 30, 2023 | |||||||
| Customer 1 | % | % | ||||||
| Customer 2 | % | |||||||
Vendors
| Three Months 03/31/2024 | Three Months 03/31/2023 | |||||||
| Vendor 1 | % | |||||||
| Nine Months 03/31/2024 | Nine Months 03/31/2023 | |||||||
| Vendor 1 | % | |||||||
13
Note 12. Equity
Underwritten Offering of Common Stock
On January 29, 2024, the Company closed an underwritten
public offering of
Equity Incentive Plans
During the nine months ended March 31, 2024, the
Company granted employees options to purchase an aggregate of approximately
| Nine Months Ended March 31, 2024 |
||||
| Exercise price | $ | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Risk-free interest rate | % | |||
| Dividend yield | % | |||
| Weighted Average Grant Date Fair Value of Options granted during the period | $ | |||
During the nine months ended March 31, 2024 the
Company awarded certain employees and directors grants of an aggregate of approximately
During the nine months ended March 31, 2024 the
Company awarded certain employees grants of an aggregate of approximately
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Research and Development | $ | $ | $ | $ | ||||||||||||
| General and Administrative | $ | $ | $ | $ | ||||||||||||
| Cost of Revenue | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
14
| As of March 31, 2024 | ||||||||
| Unrecognized stock-based compensation | Weighted- average years to be recognized | |||||||
| Options | $ | |||||||
| Restricted stock units | $ | |||||||
Nasdaq Stock Market notification
On October 24, 2023, the Company received notification
from the Listing Qualifications Department of The Nasdaq Stock Market, or Nasdaq, stating that the Company did not comply with the minimum
$
Note 13. Leases
The Company leases office space in Huntersville,
NC, Carrollton, TX, San Jose, CA and Taiwan and leases equipment in Canandaigua, NY. Its leases have remaining lease terms of up to
| Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Nine Months Ended March 31, 2024 | Nine Months Ended March 31, 2023 | |||||||||||||
| Operating Lease Expense | $ | $ | $ | $ | ||||||||||||
| Classification on the Condensed Consolidated Balance Sheet | March31, 2024 | June 30, 2023 | ||||||||
| Assets | ||||||||||
| Operating lease assets | Other non-current assets | $ | $ | |||||||
| Liabilities | ||||||||||
| Operating lease liabilities | Current liabilities | |||||||||
| Operating lease liabilities | Long term liabilities | |||||||||
| Weighted Average Remaining Lease Term: | ||||||||||
| Operating leases | ||||||||||
| Weighted Average Discount Rate: | ||||||||||
| Operating leases | % | % | ||||||||
15
| For the year ending June 30, | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total lease payments (undiscounted cash flows) | ||||
| Less imputed interest | ( | ) | ||
| Total | $ | |||
Note 14. Commitments and Contingencies
Ontario County Industrial Development Authority Agreement
On February 27, 2018, the Company entered into
a Lease and Project Agreement (the “Lease and Project Agreement”) and a Company Lease Agreement (the “Company Lease
Agreement” and together with the Lease and Project Agreement, the “Agreements”), each dated as of February 1, 2018,
with the Ontario County Industrial Development Agency, a public benefit corporation of the State of New York (the “OCIDA”).
Pursuant to the Agreements, the Company will lease for $
Litigation, Claims and Assessments
Qorvo Inc. vs. Akoustis Technologies, Inc., DE Case 1:21-cv-01417-JPM
On October 4, 2021, the Company was named as a defendant in a complaint filed by Qorvo, Inc. (“Qorvo”) in the United States District Court for the District of Delaware alleging, among other things, infringement of U.S. Patent No. 7,522,018 (“the ’018 Patent”) and U.S. Patent No. 9,735,755 (“the ’755 Patent”), false advertising, false patent marking, and unfair competition. The complaint alleges that the defendants misappropriated proprietary information, made misleading statements about the characteristics of certain of its products, and sold products infringing on certain of the plaintiff ’s patents. The plaintiff seeks an injunction enjoining the Company from the alleged infringement and damages, including punitive and statutory enhanced damages, in an unspecified amount. The Company filed a motion to dismiss all of the claims other than the direct patent infringement claims, but the court permitted the plaintiff to file an amended complaint which the court subsequently determined was sufficient for pleading purposes. The Court denied the Company’s motion in May 2022. The Court held a claims construction hearing in November 2022, issuing its claim construction order on March 15, 2023. On February 8, 2023, Qorvo filed a second amended complaint adding allegations of misappropriation of trade secrets, racketeering activities, and civil conspiracy. Fact discovery closed on November 15, 2023 and expert discovery closed on January 26, 2024.
On February 1, 2024, the Company filed a motion for partial summary judgment in its favor with respect to Qorvo’s claims of false advertising, false patent marking, unfair competition, misappropriation of trade secrets, violation of the RICO Act, and civil conspiracy. In its motion, the Company also moved for summary judgment in its favor regarding Qorvo’s claim of infringement regarding its ’755 Patent with respect to newer designs of certain Company BAW filters. That same day, Qorvo filed a motion seeking partial summary judgment in its favor with respect to the Company’s defenses of invalidity regarding the ’018 Patent and the ’755 Patent.
On February 9, 2024, the Company filed Motions to Exclude Expert Testimony of Qorvo’s damages expert. That same day, Qorvo filed Motions to Exclude Expert Testimony of the Company’s damages expert and one of the Company’s technical experts.
On April 25, 2024, the court granted the Company’s Motion for Partial Summary Judgment with respect to Qorvo’s false patent marking and RICO claims, but denied the remainder of the Company’s motion. That same day, the court granted in part Qorvo’s Motion to Exclude Testimony of one of Akoustis’ expert technical witnesses. On April 30, 2024, the court denied each party’s Motion to Exclude the Expert Witness Testimony of the other party’s damages expert.
On May 2, 2024, the court granted Qorvo’s Motion for Partial Summary Judgment with respect to the validity of the ‘018 Patent and the ‘755 Patent.
The trial for Qorvo Inc. vs. Akoustis Technologies, Inc., DE Case 1:21-cv-01417-JPM commenced on May 6, 2024. The Company can provide no assurance as to the outcome of such trial, and the result may include judgments against the Company for an injunction, significant damages or other relief, such as future royalty payments to Qorvo or restrictions on certain of the Company’s activities.
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Akoustis Technologies, Inc. vs. Qorvo, Inc., TX Case 2:23-cv-00180-JRG-RSP
On April 20, 2023, the Company filed a complaint against Qorvo in the United States District Court for the Eastern District of Texas alleging infringement by Qorvo of U.S. Patent No. 7,250,360 (“the ’360 Patent”), a patent licensed exclusively to the Company by Cornell University. The complaint alleges Qorvo’s willful infringement of the Cornell patent and seeks remedies including enhanced damages and attorneys’ fees. On July 24, 2023, Qorvo filed a motion to dismiss the complaint.
On August 11, 2023, Qorvo filed a motion to strike Akoustis’ infringement contentions. On January 10, 2024, the Court denied Qorvo’s motion to strike and Qorvo agreed to respond to the Company’s interrogatories and document requests relating to the accused products listed in the Company’s infringement contentions.
In connection with the litigation, the Company issued subpoenas to certain suppliers of Qorvo. On March 1, 2024, a supplier of Qorvo filed an inter partes review with the Patent Trial and Appeal Board challenging the validity of the ‘360 Patent and, on April 17, 2024, Qorvo made a similar filing.
On May 1, 2024, the Company filed a motion for leave to amend its complaint to add Cornell University as a co-plaintiff, as well as a motion to compel financial discovery.
The Company intends to vigorously pursue its claims against Qorvo but can provide no assurance as to the outcome of these disputes.
Resolution of each of the matters described above has been prolonged and costly, and the ultimate result or judgment is uncertain due to the inherent uncertainty in litigation and other proceedings. An adverse result in the matters described above would have a material adverse effect on the Company and its business and create an urgent need for additional liquidity or result in the Company’s curtailing or ceasing operations and seeking protection by filing a voluntary petition for relief under the Bankruptcy Code. Even if ultimately settled or resolved in the Company’s favor, the matters described above and other possible future actions have resulted in significant expenses, diversion of management and technical personnel attention and disruptions and delays in the Company’s business and product development, and other collateral consequences. Any out-of-court settlement of the above matters or other actions may also have an adverse effect on the Company’s business, financial condition and results of operations, including, but not limited to, substantial expenses, the payment of royalties, licensing or other fees payable to third parties, or restrictions on its ability to develop, manufacture, and sell its products.
From time to time, the Company may become involved in other lawsuits, investigations, and claims that arise in the ordinary course of business. The Company believes it has meritorious defenses against such other pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any such other pending actions, the Company believes the amount of liability, if any, with respect to such other pending actions, would not materially affect its financial position, results of operations, or cash flows.
Tax Credit Contingency
The Company accrues a liability for indirect tax contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made.
The Company’s gross unrecognized indirect
tax credits totaled $
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Note 15. Segment Information
Operating segments are defined as components of
an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or
decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision
maker is its Chief Executive Officer. The Company operates in
| Fabrication Services | RF Filters | Total | ||||||||||
| Three months ended March 31, 2024 | ||||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross margin | ( | ) | ||||||||||
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| Other operating expenses | ||||||||||||
| Income (Loss) from Operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Three months ended March 31, 2023 | ||||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross margin | ( | ) | ( | ) | ||||||||
| Research and development | ||||||||||||
| General and administrative | ||||||||||||
| Income (Loss) from Operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Nine months ended March 31, 2024 | ||||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross margin | ( | ) | ( | ) | ||||||||
| Research and development | ||||||||||||
| General and administrative | ||||||||||||
| Other operating expenses | ||||||||||||
| Income (Loss) from Operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Nine months ended March 31, 2023 | ||||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross margin | ( | ) | ( | ) | ||||||||
| Research and development | ||||||||||||
| General and administrative | ||||||||||||
| Income (Loss) from Operations | $ | $ | ( | ) | $ | ( | ) | |||||
| As of March 31, 2024 | ||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||
| Property and equipment, net | ||||||||||||
| As of June 30, 2023 | ||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||
| Property and equipment, net | ||||||||||||
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Note 16. Loss Per Share
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and nine months ended March 31, 2024 and March 31, 2023 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
| March 31, 2024 | March 31, 2023 | |||||||
| Convertible Notes | ||||||||
| Options | ||||||||
| Warrants | ||||||||
| Total | ||||||||
Note 17. Fair Value Measurement
Fair value is defined as the price that would be received upon selling an asset or the price paid to transfer a liability on the measurement date. It focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:
Level 1: Observable prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
| Fair value at March 31, 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| Total fair value | $ | $ | $ | $ | ||||||||||||
| Fair value at June 30, 2023 | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| Total fair value | $ | $ | $ | $ | ||||||||||||
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| Derivative liabilities | March 31, 2024 | |||
| Beginning balance | $ | |||
| Change in fair value of derivative liabilities | ( | ) | ||
| Ending balance | $ | |||
There were no transfers between Level 1, 2, or 3 valuation classifications during the three or nine months ended March 31, 2024.
The fair value of the embedded derivatives in our convertible notes that were classified as Level 3 in the table above were estimated using a with and without approach on a lattice model framework with significant inputs that are not observable in the market and thus represent a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability and timing assessments of expected future change of control events, the volatility of our share price and the discount rate used to present value future cash payments under the convertible debt obligation. The development and determination of the unobservable inputs for Level 3 fair value measurements and the fair value calculations are the responsibility of the Company’s chief financial officer and are approved by the chief executive officer.
| March 31, 2024 | June 30, 2023 | |||||||
| Stock Price | $ | $ | ||||||
| Volatility of stock price | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Debt yield | % | % | ||||||
| Remaining term (years) | ||||||||
Note 18. Subsequent Events
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report to “Akoustis,” the “Company,” “we,” “us,” and “our” refer to Akoustis Technologies, Inc. and its consolidated subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that relate to our plans, objectives, estimates, and goals. Any and all statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Terms such as “may,” “will,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “seek,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable radio frequency (“RF”) filters, (ii) projections of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in this management’s discussion and analysis of financial condition or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), (iv) our ability to efficiently utilize cash and cash equivalents to support our operations for a given period of time, (v) our ability to engage customers while maintaining ownership of our intellectual property, and (vi) the assumptions underlying or relating to any statement described in (i), (ii), (iii), (iv) or (v) above.
Forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties and other influences, many of which are beyond our control. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our limited operating history; our inability to generate revenues or achieve profitability; the failure of our common stock to meet the minimum requirements for continued listing on the Nasdaq Capital Market, the impact of a pandemic or epidemic or 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 our ability to access the capital markets; increases in prices for raw materials, labor, and fuel caused by rising inflation; our inability to obtain adequate financing and sustain our status as a going concern; the results of our research and development (“R&D”) activities; our inability to achieve acceptance of our products in the market; general economic conditions, including upturns and downturns in the industry; existing or increased competition; 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; contracting with customers and other parties with greater bargaining power and agreeing to terms and conditions that may adversely affect our business; 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; risks related to doing business in foreign countries, including rising tensions between the United States and China; any cybersecurity breaches or other disruptions compromising our proprietary information and exposing us to liability; 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; our inability to attract and retain qualified personnel; the outcome of current and any future litigation; our reliance on third parties to complete certain processes in connection with the manufacture of our products; product quality and defects; our inability 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 failure to innovate or adapt to new or emerging technologies, including in relation to our competitors; our failure to comply with regulatory requirements; stock volatility and illiquidity; our failure to implement our business plans or strategies; our failure to maintain effective internal control over financial reporting; our failure to obtain or maintain a Trusted Foundry accreditation or our New York fabrication facility; and shortages in supplies needed to manufacture our products, or needed by our customers to manufacture devices incorporating our products.
These and other risks and uncertainties, which are described in more detail in Part II, Item 1A. “Risk Factors” of this report and in our Annual Report on Form 10-K, filed with the SEC on September 6, 2023 (the “2023 Annual Report”), could cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this report. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. Except as may be required by law, we do not undertake any obligation to update the forward-looking statements contained in this report to reflect any new information or future events or circumstances or otherwise.
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Overview
Akoustis® is an emerging commercial product company focused on developing, designing, and manufacturing innovative RF filter solutions for the wireless industry, including for products such as smartphones and tablets, network infrastructure equipment, Wi-Fi Customer Premise Equipment (“CPE”), automotive and defense applications. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RF front-end (“RFFE”). Located between the device’s antenna and its digital backend, the RFFE is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. We have developed a proprietary microelectromechanical system (“MEMS”) based bulk acoustic wave (“BAW”) technology and a unique manufacturing process flow, called “XBAW®”, for our filters produced for use in RFFE modules. Our XBAW® filters incorporate optimized high purity piezoelectric materials for high power, high frequency and wide bandwidth operation. We are developing RF filters for 5G, Wi-Fi, automotive and defense bands using our proprietary resonator device models and product design kits (PDKs). As we qualify our RF filter products, we are engaging with target customers to evaluate our filter solutions. Our initial designs target UHB, sub 7 GHz 5G, Wi-Fi, automotive and defense bands. We expect our filter solutions will address problems (such as loss, bandwidth, power handling, and isolation) created by the growing number of frequency bands in the RFFE of mobile devices, infrastructure and premise equipment to support 5G, and Wi-Fi. We have prototyped, sampled and begun commercial shipment of our single-band low loss BAW filter designs for 5G frequency bands and 5 GHz and 6 GHz Wi-Fi bands which are suited to competitive BAW solutions and historically cannot be addressed with low-band, lower power handling surface acoustic wave (“SAW”) technology. Additionally, through our wholly owned subsidiary, RFMi, we operate a fabless business whereby we make sales of complementary SAW resonators, RF filters, crystal (“Xtal”) resonators and oscillators, and ceramic products—addressing opportunities in multiple end markets, such as automotive and industrial applications. We also offer back end semiconductor supply chain services through our wholly owned subsidiary, GDSI, which we acquired in January 2023.
We own and/or have filed applications for patents on the core resonator device technology, manufacturing facility and intellectual property (“IP”) necessary to produce our RF filter chips and operate as a “pure-play” RF filter supplier, providing discrete filter solutions direct to Original Equipment Manufacturers (“OEMs”) and aligning with the front- end module manufacturers that seek to acquire high performance filters to expand their module businesses. We believe this business model is the most direct and efficient means of delivering our solutions to the market.
Technology. Our device technology is based upon bulk-mode acoustic resonance, which we believe is superior to surface-mode resonance for high-band and ultra-high- band (“UHB”) applications that include 4G/LTE, 5G, Wi-Fi, automotive and defense applications. Although some of our target customers utilize or manufacture the RFFE module, they may lack access to critical UHB filter technology that we produce, which is necessary to compete in high frequency applications.
Manufacturing. We currently manufacture Akoustis’ high-performance RF filter circuits, using our first generation XBAW® wafer process, in our 125,000-square foot wafer-manufacturing facility located in Canandaigua, New York (the “NY Facility”), which we acquired in June 2017. Our SAW-based RF filter products are manufactured by a third party and sold either directly or through a sales distributor.
Intellectual Property. As of May 1, 2024, our IP portfolio included 103 patents, including a blocking patent that we have licensed from Cornell University. Additionally, as of May 1, 2024, we have 79 pending patent applications. These patents cover our XBAW® RF filter technology from raw materials through the system architectures. Given the significance of the Company’s intellectual property to its business, the Company enforces its intellectual property rights and protects its patent portfolio, which may include filing lawsuits against companies that the Company believes are infringing upon its patents. The Company considers protecting its intellectual property rights to be central to its business model and competitive position in the RF filter industry.
By designing, manufacturing, and marketing our RF filter products to mobile phone OEMs, defense OEMs, network infrastructure OEMs, automotive OEMs and Wi-Fi CPE OEMs, we seek to enable broader competition among the front-end module manufacturers.
Since we own and/or have filed applications for patents on the core technology and control access to our intellectual property, we expect to offer several ways to engage with potential customers. First, we intend to engage with multiple wireless markets, providing standardized filters that we design and offer as standard catalog components. Second, we expect to deliver unique filters to customer-supplied specifications, which we will design and fabricate on a customized basis. Finally, we may offer our models and design kits for our customers to design their own filters utilizing our proprietary technology.
We expect to continue to incur substantial costs for commercialization of our technology on a continuous basis because our business model involves materials and solid-state device technology development and engineering of catalog and custom filter design solutions. To succeed across our combined portfolio of Akoustis, XBAW, and RFMi products, we must convince customers in a wide range of industries including mobile phone OEMs, RFFE module manufacturers, network infrastructure OEMs, WiFi CPE OEMs, medical device makers, automotive and defense customers to use our products in their systems and modules. For example, since there are two dominant BAW filter suppliers in the industry that have high-band technology, and both utilize such technology as a competitive advantage at the module level, we expect customers that lack access to high-band filter technology will be open to engage with our company for XBAW filters.
22
To help drive our XBAW filter business, we plan to continue to pursue RF filter design and R&D development agreements and potentially joint ventures with target customers and other strategic partners, although we cannot guarantee we will be successful in these efforts. These types of arrangements may subsidize technology development costs and qualification, filter design costs, and offer complementary technology and market intelligence and other avenues to revenue. However, we intend to retain ownership of our core XBAW technology, intellectual property, designs, and related improvements. Across our combined portfolio of Akoustis, XBAW, and RFMi products, we expect to continue development of catalog designs for multiple customers and to offer such catalog products in multiple sales channels.
Business Environment and Current Trends
Impact of COVID-19 on our Business
The COVID-19 pandemic has significantly impacted business activity across the globe. In particular, COVID-19 contributed to delays we observed in certain suppliers’ shipment of materials necessary for us to manufacture our products and in certain vendors’ ability to deliver equipment for installation at our facilities. Although the effects of COVID-19 and its impact on our supply chain have eased since the peak of the pandemic and related lock-down protocols imposed by local governments, including China, we will continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. The effect that any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our financial results for fiscal year 2024 or beyond is unclear.
Semiconductor Shortages and Supply Chain Issues
The global silicon semiconductor industry is experiencing a shortage in supply and difficulties in ability to meet customer demand. This shortage has led to an increase in lead-times of production of semiconductor chips and components. As our business depends in significant part upon manufacturers of products requiring semiconductors, as well as the current and anticipated production of these products, we have sought to manage the impact of supply shortages though carefully maintaining and increasing key inventory levels. In some cases, we have incurred higher costs to secure available inventory, or have extended our purchase commitments or placed non-cancellable orders with suppliers, which introduces inventory risk if our forecasts and assumptions are inaccurate. We believe the global supply chain challenges and their adverse impact on our business and financial results will persist through calendar year 2024. We expect these constrained supply conditions to increase our costs of goods sold and increase uncertainty with respect to the timing of delivery of specific customer orders.
Effects of Inflation and Recession Fears
Inflation and other macroeconomic pressures in the U.S. and the global economy such as rising interest rates, energy prices and recession fears are creating a complex and challenging business environment. Inflationary pressures, including increased costs of labor and goods included in our supply chain, have negatively impacted our revenue, operating margins and net income and may continue to do so through the remainder of the fiscal year. Additionally, we have observed certain customers reduce or defer orders, citing negative economic forecasts.
23
Recent Legislation
On August 9, 2022, President Biden signed into law the CHIPS and Science Act of 2022, which appropriates funds to support the construction of semiconductor plants in the United States and advancement of United States semiconductor research and development. The Company is seeking to expand its domestic manufacturing footprint including both semiconductors and advanced packaging at our NY campus under the DoC Chips for America program. We have received feedback on our pre-application from the DoC and we expect to file a final application in calendar year 2024. In addition, during the quarter ended March 31, 2024, the Company claimed $644 thousand of investment tax credit which will be realized over the useful life of the claimed property.
Recent Developments
On January 10, 2024, we announced that five of our patented XBAW® filters are being designed into a new quad-band enterprise Wi-Fi access point (AP) platform.
On January 29, 2024, we announced that we had secured a Tier-1 design win for a wireless Battery Management System (wBMS) chipset in Electric Vehicles (EVs) from a leading automotive product supplier directly supplying the OEM.
On February 8, 2024, we announced multiple narrowband and wideband patented XBAW® filters are being designed into two new programs with an enterprise Wi-Fi access point (AP) solutions provider.
On February 12, 2024, we announced that two of our patented XBAW® filters are being integrated into a Wi-Fi 7 router platform with a leading US-based carrier, catering to more than 32 million residential customers.
On April 3, 2024, we announced two new bandedge RF filter products for Wi-Fi Automotive and Access Point applications. These filters are expected to ramp into production in the second half of calendar year 2024.
On April 8, 2024, we announced that our high-performance narrowband patented XBAW® filters are being designed into a new program with an enterprise-class original equipment manufacturer (OEM).
Critical Accounting Estimates
Other than as described, below, there have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2023 Annual Report.
Goodwill
The Company performs goodwill impairment analysis annually during its last fiscal quarter, or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value. During the third quarter ended March 31, 2024, the Company observed continuing declines in its stock price (with increases and decreases throughout the fiscal year) from a high of $3.20 on July 3, 2023 to a low of $0.48 on October 30, 2023, which led it to conclude that a triggering event had occurred and therefore the Company performed a quantitative test for its two reporting units.
The fair values of the reporting units were based upon an equal weighting of the income approach and a market based approach: the guideline public company method. The income approach utilizes a discounted cash flow analysis. The guideline public company approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable. The significant assumptions used in these approaches include revenue growth rates, profit margins, projected future cash flows and discount rates under the income approach as well as valuation multiples derived from comparable public trading companies under the market approach. The discount rate used in the income approach is based on the weighted average cost of capital and ranged between 17.5% for Fabrication Services and 15.5% for RF Filters, which was derived from the financial structures of comparable companies corresponding to the industry of each reporting unit.
24
Based on the Company’s interim impairment test of goodwill, in connection with the preparation of the financial statements included with this report, it was determined for the Fabrication Services reporting units that the reporting units’ fair value was in excess of its respective carrying value as of March 31, 2024; however, for the RF Filter unit it was determined that the carrying value of the reporting unit exceeded its fair value which resulted in a goodwill impairment charge of approximately $8.1 million (representing the entire goodwill assigned to this reporting unit).
The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions, the most sensitive of which are the revenue growth rate, discount rate and valuation multiples. Therefore, in some instances, changes in these assumptions could impact whether the fair value of a reporting unit is greater than its carrying value. Ultimately, future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. Additionally, a reporting unit’s carrying value could change based on market conditions, change in the underlying makeup of the reporting unit, or the risk profile of those reporting units, which could impact whether the fair value of a reporting unit is less than carrying value. If actual results of the reporting units are not consistent with its estimates or assumptions, the Company may be required to record future non-cash impairment charges related to goodwill that could materially adversely impact our consolidated financial position and results of operations.
Results of Operations
Three Months Ended March 31, 2024 and 2023
Revenue
The Company recorded revenue of $7.5 million for the three months ended March 31, 2024 as compared to $7.4 million for the three months ended March 31, 2023. The increase of $0.1 million, or 2%, was primarily due to an increase in filter revenue of $0.8 million or 20%, offset by a decrease in fabrication services revenue of $0.7 million or 19%.
Cost of Revenue
Cost of revenue includes direct labor, material, net realizable value (NRV) adjustments, and facility costs primarily associated with manufacturing of filter products and engineering services. The Company recorded cost of revenue of $7.2 million for the three months ended March 31, 2024 as compared to $8.5 million for the three months ended March 31, 2023. The $1.3 million decrease is primarily due to a reduction in inventory adjustment costs associated with filter revenue.
Research and Development Expenses
R&D expenses were $6.0 million for the three months ended March 31, 2024, as compared to $7.3 million for the three months ended March 31, 2023, a decrease of $1.3 million or 17.8%. The decrease was driven by a $0.5 million decrease in material and equipment related costs and a $1.5 million decrease in personnel costs related to R&D activities. This decrease was partially offset by an increase in facility costs of $0.6 million.
General and Administrative Expense
General and administrative (“G&A”) expenses include salaries and wages for executive and administrative staff, stock-based compensation, professional fees, insurance costs and other general costs associated with the administration of our business. G&A expenses for the three months ended March 31, 2024 were $8.9 million, which is a decrease of $0.1 million compared to the $8.8 million for the three months ended March 31, 2023. Year-over-year changes within G&A expenses include a decrease in employee compensation (including stock-based compensation) of $2.0 million. This was partially offset by an increase in general expenses such as professional fees and property tax which increased by $1.9 million.
Other Operating Expenses
Other operating expense for the three months ended March 31, 2024 was $8.1 million, compared to other operating expense of $0.0 million for the three months ended March 31, 2023. The expense increase of $8.1 million was primarily due to an increase in goodwill impairment of $8.1 million.
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Other (Expense)/Income
Other expense for the three months ended March 31, 2024 was $0.7 million, compared to other expense of $0.6 million for the three months ended March 31, 2023. The expense increase of $0.1 million was comprised of an increase in interest expense of $0.2 million, and a decrease in the gain on contingent liabilities of $0.2 million, offset by a reduction in the loss on the value of derivative liabilities of $0.4 million.
Net Loss
The Company recorded a net loss of $23.3 million for the three months ended March 31, 2024, compared to a net loss of $15.5 million for the three months ended March 31, 2023. The period-over-period increase in the loss of $7.8 million, or 49.9%, was primarily driven by an increase in gross profit of $1.5 million along with a decrease in R&D expense $1.3 million. The increase in gross profit and decrease in expenses were partially offset by a decrease in the income tax benefit of $2.4 million and an increase in goodwill impairment expenses of $8.1 million.
Nine months ended March 31, 2024 and 2023
Revenue
The Company recorded revenue of $21.5 million for the nine months ended March 31, 2024 as compared to $18.8 million for the nine months ended March 31, 2023. The increase of $2.7 million was primarily due to an increase in fabrication revenue of $2.5 million or 40%, which includes revenue from sales of GDSI services.
Cost of Revenue
Cost of revenue includes direct labor, material, net realizable value (NRV) adjustments, and facility costs primarily associated with manufacturing of filter products and engineering services. The Company recorded cost of revenue of $21.6 million for the nine months ended March 31, 2024 as compared to $20.2 million for the nine months ended March 31, 2023. The $1.4 million increase is primarily due to costs related to fabrication services which increased by $1.8 million or 46%, which includes cost of revenue from services provided by GDSI.
Research and Development Expenses
R&D expenses were $22.7 million for the nine months ended March 31, 2024, as compared to $25.1 million for the nine months ended March 31, 2023, a decrease of $2.4 million or 9.6%. Personnel costs, including stock-based compensation, were $10.8 million compared to $13.3 million in the prior year period, a decrease of $2.5 million or 18.8%. In addition, material and equipment related costs were $1.5 million or 33.2% lower than the prior period. These decreases were partially offset by an increase in facility costs of $1.7 million or 28.3%.
General and Administrative Expense
G&A expenses include salaries and wages for executive and administrative staff, stock-based compensation, professional fees, insurance costs and other general costs associated with the administration of our business. G&A expenses for the nine months ended March 31, 2024 were $28.4 million, which is an increase of $6.8 million compared to the $21.6 million for the nine months ended March 31, 2023. Year-over-year changes within G&A expenses include a decrease in personnel costs, including stock compensation, of $1.6 million or 15.9%. In addition, general expenses including professional fees, sales commissions, property taxes and intangible amortization, increased by $8.1 million, or 98%.
Other Operating Expenses
Other operating expense for the nine months ended March 31, 2024 was $8.1 million, compared to other operating expense of $0.0 million for the nine months ended March 31, 2023. The expense increase of $8.1 million was primarily due to an increase in goodwill impairment of $8.1 million.
Other (Expense)/Income
Other income for the nine months ended March 31, 2024 was $0.1 million, compared to other expense of $0.1 million for the nine months ended March 31, 2023. The expense increase of $0.2 million was primarily comprised of a reduction in the gain on the value of contingent consideration of $1.4 million offset by an increase in the gain on the value of derivative liabilities of $1.6 million.
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Net Loss
The Company recorded a net loss of $59.1 million for the nine months ended March 31, 2024, compared to a net loss of $45.8 million for the nine months ended March 31, 2023. The period-over-period incremental loss of $13.4 million, or 29.2%, was primarily driven by an increase in goodwill impairment of $8.1 million, an increase in G&A expenses of $6.8 million and a decrease in income tax benefit of $2.4 million. These expense increases were partially offset by an increase in gross profit of $1.4 million and a decrease of R&D expenses of $2.4 million.
Liquidity and Capital Resources
Overview
We are experiencing financial and operating challenges. In the absence of additional liquidity, we anticipate that existing cash resources, with our continued focus on cash conservation, will be sufficient to fund our operations into the third quarter of fiscal 2025. Furthermore, an adverse judgment against the Company in its ongoing trial with respect to Qorvo Inc. vs. Akoustis Technologies, Inc. DE Case 1:21-cv-01417-JPM, as described above under Note 14. Commitments and Contingencies (the “Delaware Trial”), would reduce the amount of time that the Company could continue operating with its current cash resources, and create an urgent need for additional liquidity or result in the Company’s curtailing or ceasing operations and seeking protection by filing a voluntary petition for relief under the Bankruptcy Code. These matters raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing.
The Company has incurred losses and negative cash flow from operations since inception. Our operations thus far have been funded primarily with sales of equity and debt securities, as well as contract research and government grants, revenue from customers, foundry services and engineering services. In November 2023, we announced that we had undertaken significant expense reductions and cost-saving measures to reduce our operating cash flow burn. As a result of these cost-savings initiatives, the operating expenditures supporting the future growth of our manufacturing capabilities and expansion of our product offerings have decreased, along with decreases in research and development and headcount costs. Additionally, the Company estimates that approximately $0.7 million of additional cash is needed to complete construction in progress assets that are currently not in service, which construction has been paused as part of these cost-savings initiatives.
The Company’s short-term and long-term liquidity requirements primarily arise from funding (i) research and development expenses, (ii) G&A expenses including salaries, bonuses, and commissions, (iii) working capital requirements, (iv) business acquisitions and investments we may make from time to time, and (v) interest and principal payments related to our $44.0 million aggregate principal amount of outstanding convertible notes and $4.0 million promissory note. Additionally, to the extent that the outcome of the Delaware Trial includes judgments against the Company for significant damages or other relief, the Company’s liquidity will be additionally and severely constrained.
In January 2024, we completed a public offering of our common stock raising $10.4 million in net proceeds. We have access to an at-the-market offering program pursuant to which we may sell up to $50.0 million of Common Stock. As of the date of this Quarterly Report, the Company had sold $2.0 million of Common Stock under such at-the-market offering program is re-activating the at-the-market offering program. However, the sales agents are under no obligation to make any sales of our Common Stock under the at-the-market offering program and we may not be able to access all, or any portion, of the potential funding represented by the facility, or access sufficient funding quickly enough to meet our short-term liquidity needs.
Balance Sheet and Working Capital
The Company had $15.2 million of cash and cash equivalents on hand as of March 31, 2024, which reflects a decrease of $27.9 million compared to $43.1 million as of June 30, 2023. The decrease is primarily due to cash used in operations of $32.2 million, and cash used for investing activities of $6.1 million. These uses of cash were partially offset by cash proceeds related to the January 2024 equity raise of $10.4 million. The Company estimates that cash on hand will be sufficient to fund its operations as currently conducted, including current capital expense commitments, for at least the next twelve months from the date of filing of this Form 10-Q. However, the Company has historically incurred recurring operating losses and will continue to do so until it generates sufficient revenues from operations; as a result, we are actively exploring obtaining additional capital through, among other means, public or private equity offerings (including sales of our common stock under our at-the-market equity offering program), debt financings, real estate- or equipment-based financing arrangements, corporate collaborations and/or licensing arrangements. There is no assurance that the Company’s projections and estimates are accurate. The Company is actively managing and controlling its cash outflows to mitigate liquidity risks; however, these efforts may not be successful.
March 31, 2024 compared to June 30, 2023
As of March 31, 2024, the Company had current assets of $28.6 million, made up primarily of cash on hand of $15.2 million. As of June 30, 2023, current assets were $59.8 million comprised primarily of cash on hand of $43.1 million.
Property, Plant and Equipment was $53.2 million as of March 31, 2024 as compared to a balance of $57.8 million as of June 30, 2023.
Total assets as of March 31, 2024 and June 30, 2023 were $102.6 million and $148.9 million, respectively.
Current liabilities as of March 31, 2024 and June 30, 2023 were $18.2 million and $17.6 million, respectively.
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Long-term liabilities totaled $42.5 million as of March 31, 2024, compared to $45.1 million as of June 30, 2023.
Stockholders’ equity was $41.9 million as of March 31, 2024, compared to $86.2 million as of June 30, 2023, a decrease of $44.3 million, or 51.4%. This decrease was primarily due to the net loss for the nine months ended March 31, 2024 of $59.1 million which was partially offset by the increase in additional paid-in-capital (“APIC”) of $15.0 million. The increase in APIC was primarily due to common stock issued in the equity raise of $10.4 million, common stock issued for note interest of $1.3 million and common stock issued for services of $3.2 million.
Cash Flow Analysis
Operating activities used cash of $32.2 million during the nine months ended March 31, 2024 and $36.1 million during the comparative period ended March 31, 2023. The $3.9 million period-over-period decrease in cash used was primarily attributable to reductions in inventory.
Investing activities used cash of $6.1 million for the nine months ended March 31, 2024 compared to $23.9 million for the comparative period ended March 31, 2023. The decrease of $17.8 million was primarily due to a $13.9 reduction in cash paid for investment in subsidiaries and a $4.0 million decrease in purchases of capital equipment.
Cash proceeds from financing activities decreased by $21.9 million compared to the nine months ended March 31, 2023 primarily due to the decrease in proceeds from the issuance of common stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As of March 31, 2024, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded based upon the evaluation described above that, as of March 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may have an adverse effect on our business, financial condition or results of operations and prospects.
Except for the matters described under “Litigation, Claims and Assessments” in “Note 14. – Commitments and Contingencies” of the condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, which description is incorporated in this “Item 1. Legal Proceedings” by reference, we are currently not aware of any material pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.
ITEM 1A. RISK FACTORS.
In addition to the risk factors set forth below and the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. Except as disclosed below, there have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2023 Annual Report.
We have a history of operating losses and will need to raise significant additional capital to continue our business and operations. Additionally, the trial with respect to Qorvo Inc. vs. Akoustis Technologies, Inc. DE Case 1:21-cv-01417-JPM is currently in process. An adverse outcome in this trial will severely constrain our liquidity. If we are unable to raise capital or secure financing on favorable terms, or at all, in the near term to meet our capital and operating needs, we may be forced to further delay, reduce or eliminate our operating activities, or cease operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code, which would have a material adverse effect on our business and could cause you to lose all of your investment.
We are experiencing financial and operating challenges. As of March 31, 2024, we had $15.2 million of cash and cash equivalents. As disclosed in Note 2 to the accompanying condensed consolidated financial statements, we believe there is substantial doubt about our ability to continue as a going concern. To remain viable, we will require significant additional liquidity to fund our cash requirements until we can achieve and maintain profitability that will sustain our operations. Furthermore, an adverse judgment against the Company in its ongoing trial with respect to Qorvo Inc. vs. Akoustis Technologies, Inc. DE Case 1:21-cv-01417-JPM (the “Delaware Proceeding”), as described above under Note 14. Commitments and Contingencies and in the risk factor immediately below, would reduce the amount of time that the Company could continue operating with its current cash resources, and create an urgent need for additional liquidity or result in the Company’s curtailing or ceasing operations and seeking protection by filing a voluntary petition for relief under the Bankruptcy Code.
We are actively exploring additional sources of liquidity and may seek to raise such capital through, among other means, public or private equity offerings (including sales of our common stock under our at-the-market equity offering program, which we are re-activating, debt financings, real estate- or equipment-based financing arrangements, corporate collaborations and/or licensing arrangements. However, general market conditions or the market price of our common stock may not support these capital raising transactions on terms favorable to us, or at all. If we are unable to obtain adequate financing or financings on terms satisfactory to us in the near term, we may be forced to undertake additional measures, which may include delaying or reducing our R&D plan and/or manufacturing and sales activities, materially curtailing or eliminating our operations, selling or disposing of our rights or assets, pursuing sale or other strategic transactions, or undergoing restructuring or insolvency proceedings. Factors that could limit our ability to raise additional capital after this offering include, among other matters:
| ● | the expectation that we will continue to incur losses and generate negative cash flows from operations; |
| ● | our substantially limited liquidity and capital resources to meet our obligations as they become due; |
| ● | the potential that our common stock will be delisted by Nasdaq in the event we fail to regain compliance in a timely manner with the minimum bid price requirement; |
| ● | the lawsuit filed by Qorvo, Inc. in October 2021, which is currently in trial, alleging claims of infringement, misappropriation and misuse of intellectual property and related expenses and disruptions to our business; |
| ● | the amounts outstanding under our $44.0 million principal amount of our 6.0% Convertible Senior Notes due 2027 and a $4.0 million promissory note issued in connection with our acquisition of GDSI (including the potential we may experience one or more defaults or events of default under such instruments); and |
| ● | risks and uncertainties that are described in more detail in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. |
Any inability to raise adequate funds on commercially reasonable terms and in the near term could have a material adverse effect on our business, results of operation and financial condition, including the possibility that a lack of funds causes our business to fail and liquidate, resulting in our stockholders losing some or all of their investment.
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We are subject to claims of infringement, misappropriation or misuse of third party intellectual property that have resulted in significant expense and, regardless of merit, could result in loss of our intellectual property rights and severe disruption to our business, and we may become subject to similar claims in the future.
The semiconductor industry is characterized by the vigorous pursuit and protection of intellectual property rights. We have not undertaken a comprehensive review of the rights of third parties in our field. From time to time, we may be named in lawsuits or receive notices or inquiries from third parties regarding our products or the manner in which we conduct our business suggesting that we may be infringing, misappropriating or otherwise misusing patent, copyright, trademark, trade secret and other intellectual property rights. Any claims that our technology infringes, misappropriates or otherwise misuses the rights of third parties, regardless of their merit or resolution, could be expensive to litigate or settle and could divert the efforts and attention of our management and technical personnel, cause significant delays and materially disrupt the conduct of our business. We may not prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If such proceedings result in an adverse outcome, we could be required to:
| ● | pay substantial damages, including treble damages if we were held to have willfully infringed; |
| ● | cease the manufacture, offering for sale or sale of the infringing technology or processes; |
| ● | expend significant resources to develop non-infringing technology or processes; |
| ● | obtain a license from a third party, which may not be available on commercially reasonable terms, or may not be available at all; or |
| ● | lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others. |
On October 4, 2021, the Company was named as a defendant in the Delaware Proceeding alleging, among other things, patent infringement, false advertising, false patent marking, and unfair competition. The complaint alleges that the defendants misappropriated proprietary information, made misleading statements about the characteristics of certain of its products, and sold products infringing on certain of the plaintiff’s patents. The plaintiff seeks an injunction enjoining the Company from the alleged infringement and damages, including punitive and statutory enhanced damages, in an unspecified amount. On February 8, 2023, Qorvo filed an amended complaint adding allegations of misappropriation of trade secrets, racketeering activities, and civil conspiracy. The Company developed defenses and mitigation strategies in response to the complaints, and on February 1, 2024, filed a motion for summary judgment to seek ruling in the Company’s favor on the claims made by Qorvo in its complaints except for Qorvo’s claims of patent infringement. The Company’s motion also sought a ruling that certain of its recent designs do not infringe one of the patents asserted by Qorvo. That same day, Qorvo filed a motion seeking partial summary judgment in its favor with respect to the Company’s defenses of invalidity regarding the ’018 Patent and the ’755 Patent. On February 9, 2024, each of the Company and Qorvo filed a motion to exclude expert testimony of certain damages and technical experts. On April 25, 2024, the court granted the Company’s motion for summary judgment with respect to Qorvo’s false patent marking and RICO claims, but denied the remainder of the Company’s motion. Additionally on February 9, 2024, the court granted Qorvo’s motion to exclude testimony of one of the Company’s technical experts and denied each party’s motion to exclude testimony of the other’s damages expert. On May 2, 2024, Qorvo’s motion for partial summary judgment with respect to the ‘018 Patent and the ‘755 Patent was granted. The trial with respect to the Delaware Proceeding commenced on May 6, 2024.
On April 20, 2023, the Company filed a complaint against Qorvo in the United States District Court for the Eastern District of Texas alleging infringement by Qorvo of a patent licensed exclusively to the Company by Cornell University (the “360 Patent”). The complaint alleges Qorvo’s willful infringement of the Cornell patent and seeks remedies including enhanced damages and attorneys’ fees. On July 24, 2023, Qorvo filed a motion to dismiss the complaint, which remains pending. On August 11, 2023, Qorvo filed a motion to strike Akoustis’ infringement contentions, which was denied by the court at a hearing held on January 10, 2024. On March 1, 2024, a supplier of Qorvo subpoenaed by the Company filed an inter partes review challenging the validity of the ‘360 Patent and, on April 17, 2024, Qorvo made a similar filing. On May 1, 2024, the Company filed a motion for leave to file an amended complaint to add Cornell University as a co-plaintiffs, as well as a motion to compel financial discovery. The Company intends to vigorously pursue its claims against Qorvo but can provide no assurance as to the outcome of this dispute.
The litigation described above has been prolonged and resulted in significant expenses, diversion of management and technical personnel attention, disruptions and delays in the Company’s business and product development, and other collateral consequences. The ultimate result or judgment of each of these matters is uncertain due to the inherent uncertainty in litigation and other proceedings and, as the Company cannot currently predict the results of the proceedings, no corresponding accrual has been recorded in the financial statements included in this Form 10-Q. However, a significant judgment against the Company in the Delaware Proceeding, which is currently in trial, would have a material adverse effect on the Company’s business, which could result in the Company needing to curtail or cease operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. Any settlement of the Delaware Proceeding or other actions may also have an adverse effect on the Company’s business, financial condition and results of operations, including, but not limited to, substantial expenses, the payment of royalties, licensing or other fees payable to third parties, or restrictions on its ability to develop, manufacture, and sell its products.
From time to time, the Company may become involved in other lawsuits, investigations, and claims that arise in the ordinary course of business. The Company believes it has meritorious defenses against such other pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any such other pending actions, the Company believes the amount of liability, if any, with respect to such other pending actions, would not materially affect its financial position, results of operations, or cash flows.
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In addition, our agreements with prospective customers and manufacturing partners may require us to indemnify such customers and manufacturing partners for third party intellectual property infringement claims. Pursuant to such agreements, we may be required to defend such customers and manufacturing partners against certain claims that could cause us to incur additional costs. While we endeavor to include as part of such indemnification obligations a provision permitting us to assume the defense of any indemnification claim, not all of our current agreements contain such a provision and we cannot provide any assurance that our future agreements will contain such a provision, which could result in increased exposure to us in the case of an indemnification claim
Our failure to meet the minimum bid price for continued listing on The Nasdaq Capital Market could adversely affect our ability to publicly or privately sell equity securities and the liquidity of our common stock.
On October 24, 2023, we received notification from the Listing Qualifications Department of The Nasdaq Stock Market, or Nasdaq, stating that the Company did not comply with the minimum $1.00 bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). In accordance with Nasdaq listing rules, the Company was afforded 180 calendar days (until April 22, 2024) to regain compliance with the Bid Price Requirement (the “Initial Compliance Period”). To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this additional 180-day period, all as described in more detail in the Current Report on Form 8-K filed with the SEC on October 27, 2023. Since the Company did not regain compliance by the Initial Compliance Period, the Company requested, and was granted, an additional 180 calendar days for the Company to regain compliance with Bid Price Requirement expiring October 21, 2024. The Company intends to monitor the closing bid price of its common stock and consider available options to regain compliance with the Bid Price Requirement, which could include seeking to effect a reverse stock split
The closing price of our common stock was $0.60 on May 1, 2024. There can be no assurance that we will regain compliance with the Bid Price Requirement by the second compliance period deadline of October 21, 2024. Our inability to regain compliance with the Bid Price Requirement would materially impair our ability to raise capital. Moreover, our common stock would likely then trade only in the over-the-counter market and the market liquidity of our common stock could be adversely affected and its market price could decrease. If our common stock were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities
Other than any sales previously reported in the Company’s Current Reports on Form 8-K, the Company did not sell any unregistered securities during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5.
On May 2, 2022, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc., Craig-Hallum Group LLC and Roth Capital Partners, LLC (each, a “Sales Agent” and, together, the “Sales Agents”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Sales Agents shares of Common Stock having an aggregate offering price of up to $50,000,000 (the “Shares”). Effective May 24, 2022, the Company suspended sale under the Sales Agreement after making sales of $2.0 million of Common Stock thereunder. Effective with the filing of this Quarterly Report on Form 10-Q, the Company is re-activating its at-the-market offering program under the Sales Agreement.
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ITEM 6. EXHIBITS.
The exhibits in the Exhibit Index below are filed or furnished, as applicable, as part of this report.
EXHIBIT INDEX
| * | Filed herewith |
| ** | Furnished herewith |
| † | Management contract or compensatory plan or arrangement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: May 13, 2024 | Akoustis Technologies, Inc. | |
| By: | /s/ Kenneth E. Boller | |
| Kenneth E. Boller | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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