UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2021
AKOUSTIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38029 | 33-1229046 | ||
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
9805 Northcross Center Court, Suite A
Huntersville, NC 28078
(Address of principal executive offices, including zip code)
704-997-5735
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading Symbol: | Name of each exchange on which registered: | ||
Common Stock, $0.001 par value | AKTS |
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On January 25, 2021, Akoustis Technologies, Inc. (the “Company”) provided a notice of redemption (the “Redemption Notice”) to the holders of the Company’s outstanding $15,000,000 aggregate principal amount of 6.5% Convertible Senior Secured Notes due 2023 (CUSIP No: 00973N AA0) (the “Notes”) regarding the Company’s exercise of its option to redeem all Notes on March 1, 2021, unless converted as described below, pursuant to the indenture governing the Notes. The Company will pay holders of the Notes that are redeemed a redemption price equal to 100% of the aggregate principal amount of Notes being redeemed, plus accrued and unpaid interest.
Alternatively, holders of the Notes may elect to convert the Notes into shares of common stock of the Company at a conversion rate equal to 200 shares of common stock per $1,000 principal amount of Notes (equivalent to a conversion price of $5.00 per share), as well as an interest make-whole payment with respect to those Notes that are converted. This conversion right will terminate at the close of business on February 26, 2021.
Additional information regarding the terms and conditions of the redemption of the Notes is set forth in the Notice of Redemption, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
Description | |
99.1 | Notice of Redemption of 6.5% Convertible Senior Secured Notes due 2023 |
1
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: January 25, 2021 | By: | /s/ Kenneth E. Boller |
Name: | Kenneth E. Boller | |
Title: | Interim Chief Financial Officer |
2
Exhibit 99.1
NOTICE OF REDEMPTION
TO THE HOLDERS OF
AKOUSTIS TECHNOLOGIES, INC.’S
6.5% CONVERTIBLE SENIOR SECURED NOTES DUE 2023
(CUSIP No: 00973N AA0)
NOTICE IS HEREBY GIVEN that, pursuant to the terms of that certain Indenture, dated as of May 14, 2018 (the “Base Indenture”), by and among Akoustis Technologies, Inc., a Delaware corporation (the “Company”), the Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of October 18, 2018, by and among the Company, the Guarantor party thereto and the Trustee (the “First Supplemental Indenture”), as further supplemented by that certain Second Supplemental Indenture dated as of April 17, 2020, by and among the Company, the Guarantor party thereto and the Trustee (the “Second Supplemental Indenture”; the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), the Company intends to redeem its 6.5% Convertible Senior Secured Notes due 2023 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Notice is hereby given, pursuant to Section 3.03 of the Indenture, that the Company has elected to exercise its Optional Redemption Right and, accordingly, $15,000,000 aggregate principal amount of Notes, which represents all of the outstanding Notes, will be redeemed by the Company on March 1, 2021 (the “Optional Redemption Date”).
The Company will pay holders of the Notes that are redeemed a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Optional Redemption Date (collectively, the “Redemption Amount”). The Redemption Amount will include $0.18 of accrued and unpaid interest for each $1,000 principal amount of Notes being redeemed. On the Optional Redemption Date, the Redemption Amount will become due and payable upon each Note that is redeemed. Unless the Company defaults in payment of the Redemption Amount, interest on the Notes will cease to accrue on and after the Optional Redemption Date.
Payment of the Redemption Amount and surrender of Notes for redemption will be made through the facilities of The Depository Trust Company (“DTC”). The Redemption Amount will become due and payable on the Optional Redemption Date upon presentation and surrender of the Notes to the paying agent for the Notes (the “Paying Agent”), as set forth below:
By First
Class/Registered/Certified |
By Express/Overnight
Delivery |
By Hand or In Person | ||
The Bank of New York Mellon Trust
Company, N.A., as Trustee 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Corporate Trust Operations |
The Bank of New York Mellon Trust
Company, N.A., as Trustee 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Corporate Trust Operations |
The Bank of New York Mellon Trust
Company, N.A., as Trustee 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Corporate Trust Operations |
Each holder of a Note may be subject, under certain circumstances, to backup withholding tax with respect to payment of the Redemption Amount. Such backup withholding may be applicable if such holder, among other things, fails to (i) furnish its correct taxpayer identification number, (ii) certify that it is not subject to backup withholding or (iii) otherwise comply with applicable backup withholding requirements. A holder of a Note who wishes to avoid the imposition of backup withholding tax should submit the applicable U.S. Internal Revenue Service Form W-9 or W-8 when surrendering a Note for redemption. This Notice of Redemption does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their individual circumstances. Holders are urged to consult their tax advisors as to the tax consequences to them of the redemption, including the effect of any federal, state, local, foreign and other tax laws.
The Notes must be surrendered to the Paying Agent to collect the Redemption Amount. Notes held through DTC should be surrendered for redemption in accordance with DTC’s procedures therefor. Unless the Company defaults in making such redemption payment, interest on the Notes called for redemption ceases to accrue on and after the Optional Redemption Date.
In lieu of surrendering the Notes for redemption, holders of the Notes may elect to convert the Notes or any portion thereof which is $1,000 or an integral multiple of $1,000, into shares of Common Stock, par value $0.001 per share (the “Common Stock”) of the Company at a conversion rate equal to 200 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a Conversion Price of $5.00 per share). Cash will be paid in lieu of fractional shares. Additionally, holders of the Notes electing to convert their Notes will receive a payment, in shares of the Company’s common stock, equal to the sum of the remaining payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding through, and including, May 31, 2021 (the “Interest Make-Whole Payment”). The number of shares of common stock payable in respect of the Interest Make-Whole Payment will be equal to the amount of the Interest Make-Whole Payment divided by the product of (x) 95% and (y) the simple average of the Daily VWAP (as defined in the Indenture) of the Company’s common stock for the ten consecutive trading days end on and including the trading day immediately preceding the conversion date. This conversion right will terminate at the close of business on February 26, 2021. Holders of the Notes who elect to convert will not be entitled to the Redemption Amount. The Bank of New York Mellon Trust Company, N.A., will serve as conversion agent for the conversion (the “Conversion Agent”).
IN ORDER TO EXERCISE THE CONVERSION RIGHT, NOTES MUST BE SURRENDERED FOR CONVERSION TO THE CONVERSION AGENT PRIOR TO THE CLOSE OF BUSINESS ON FEBRUARY 26, 2021. AFTER THAT TIME, HOLDERS WILL BE ENTITLED ONLY TO THE REDEMPTION AMOUNT FOR THE NOTES.
Holders of the Notes who wish to convert Notes into shares of Common Stock surrender the Notes with a completed and manually signed conversion notice in the form attached to the Notes to the Conversion Agent at the following address:
The Bank of New York Mellon Trust Company, N.A.
Attn: Corporate Trust Operations
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
AKOUSTIS TECHNOLOGIES, INC. | ||
By: | The Bank of New York Mellon Trust Company, N.A., as Trustee |
* No representation is made as to the accuracy of the CUSIP number either as printed on the Notes or as set forth in this Notice of Redemption.