UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging Growth Company
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Item 8.01. Other Events.
On May 17, 2024, after a trial in the U.S. District Court for the District of Delaware in the matter of Qorvo Inc. vs. Akoustis Technologies, Inc. DE Case 1:21-cv-01417-JPM (the “Qorvo Litigation”), a jury verdict was entered in favor of plaintiff, Qorvo Inc. (“Qorvo”), and against Akoustis Technologies, Inc. (the “Company”). Although several of Qorvo’s claims were either withdrawn or dismissed before or during trial, or decided by the jury in the Company’s favor, the jury found that the Company was unjustly enriched by the willful misappropriation of certain Qorvo trade secrets and that certain accused products infringed U.S. Patent Nos. 7,522,018 and 9,735,755. The Company believes that its XBAW products incorporating previously disclosed design updates are not affected by this verdict. The jury awarded Qorvo approximately $38.6 million in damages. The Company expects to file post-trial motions seeking to overturn the jury’s verdict, obtain a new trial, and/or amend the judgment. Qorvo may seek an award of attorneys’ fees. The Company respectfully disagrees with the jury’s findings and plans to vigorously contest the verdict and judgment through post-trial motions in the district court, and through an appeal to the U.S. Court of Appeals for the Federal Circuit if required.
The verdict in the Qorvo Litigation has created uncertainty regarding our financial condition and prospects and may negatively impact our ability to raise additional capital. We are continuing to evaluate the impact of the verdict on our business, results of operations, and financial condition; however, in the absence of the receipt of additional financing, we will be required to curtail or cease operations and/or seek protection under applicable bankruptcy laws.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements about our estimates, expectations, beliefs, intentions, plans or strategies for the future (including our possible future results of operations, profitability, business strategies, competitive position, potential growth opportunities, potential market opportunities and the effects of competition), and the assumptions underlying such statements. Forward-looking statements include all statements that are not historical facts and typically are identified by use of terms such as: “may,” “might,” “would,” “will,” “should,” “could,” “project,” “expect,” “plan,” “strategy,” “anticipate,” “attempt,” “develop,” “help,” “believe,” “think,” “estimate,” “predict,” “intend,” “forecast,” “seek,” “potential,” “possible,” “continue,” “future,” and similar words (including the negative of any of the foregoing), although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which it cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the Company’s expectations concerning the impact to the Company’s products, financial condition and prospects caused by the verdict in the Qorvo Litigation; any potential post-trial motions and appeal of the verdict; the Company’s disagreement with the verdict; and the Company’s intention to challenge the judgment. Forward-looking statements are neither historical facts nor assurances of future results, performance, events or circumstances. Instead, these forward-looking statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks and uncertainties. These risks and uncertainties include any adverse outcomes of any motions or appeals against us, and other risks and uncertainties, including those more fully described in the Company’s latest Annual Report on Form 10-K for the year ended June 30, 2023 and subsequent Quarterly Reports on Form 10-Q, and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission The Company undertakes no obligation to revise or update publicly any forward-looking statements.
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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 hereunto duly authorized.
| Akoustis Technologies, Inc. | ||
| Date: May 20, 2024 | By: | /s/ Kenneth E. Boller |
| Name: | Kenneth E. Boller | |
| Title: | Chief Financial Officer | |
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Cover |
May 17, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 17, 2024 |
| Entity File Number | 001-38029 |
| Entity Registrant Name | AKOUSTIS TECHNOLOGIES, INC. |
| Entity Central Index Key | 0001584754 |
| Entity Tax Identification Number | 33-1229046 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 9805 Northcross Center Court |
| Entity Address, Address Line Two | Suite A |
| Entity Address, City or Town | Huntersville |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 28078 |
| City Area Code | 704 |
| Local Phone Number | 997-5735 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | AKTS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |