Akoustis Technologies(AKTS) - 2021 Q2 - Quarterly Report

PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity changes, and cash flows, with notes on accounting policies and performance Condensed Consolidated Balance Sheets | Metric | Dec 31, 2020 (in thousands) | Jun 30, 2020 (in thousands) | Change (in thousands) | | :--------------------------- | :-------------------------- | :-------------------------- | :-------------------- | | Cash and cash equivalents | $47,685 | $44,308 | +$3,377 | | Total current assets | $50,933 | $46,203 | +$4,730 | | Property and equipment, net | $25,080 | $23,605 | +$1,475 | | Total Assets | $77,570 | $71,433 | +$6,137 | | Total current liabilities | $15,266 | $6,130 | +$9,136 | | Total long-term liabilities | $15,820 | $23,808 | -$7,988 | | Total Liabilities | $31,086 | $29,938 | +$1,148 | | Total Stockholders' Equity | $46,484 | $41,495 | +$4,989 | Condensed Consolidated Statements of Operations Three Months Ended December 31 | Metric (in thousands) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :--------------------------- | :----------- | :----------- | :----------- | | Revenue with customers | $1,308 | $518 | +$790 | | Cost of revenue | $2,602 | $787 | +$1,815 | | Gross profit (loss) | $(1,294) | $(269) | -$(1,025) | | Research and development | $5,566 | $4,897 | +$669 | | General and administrative | $3,361 | $2,759 | +$602 | | Total operating expenses | $8,927 | $7,656 | +$1,271 | | Loss from operations | $(10,221) | $(7,925) | -$(2,296) | | Net loss | $(11,910) | $(9,314) | -$(2,596) | | Net loss per common share | $(0.30) | $(0.30) | $0.00 | Six Months Ended December 31 | Metric (in thousands) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :--------------------------- | :----------- | :----------- | :----------- | | Revenue with customers | $1,944 | $1,061 | +$883 | | Cost of revenue | $4,251 | $1,123 | +$3,128 | | Gross profit (loss) | $(2,307) | $(62) | -$(2,245) | | Research and development | $11,946 | $9,967 | +$1,979 | | General and administrative | $6,288 | $5,569 | +$719 | | Total operating expenses | $18,234 | $15,536 | +$2,698 | | Loss from operations | $(20,541) | $(15,598) | -$(4,943) | | Net loss | $(23,860) | $(18,289) | -$(5,571) | | Net loss per common share | $(0.61) | $(0.59) | -$(0.02) | Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric (in thousands) | Jun 30, 2020 | Dec 31, 2020 | Change |\n| :----------------------------- | :----------- | :----------- | :----------- | | Common Shares | 37,990 | 41,399 | +3,409 | | Common Stock Par Value | $38 | $41 | +$3 | | Additional Paid In Capital | $145,072 | $173,918 | +$28,846 | | Accumulated Deficit | $(103,615) | $(127,475) | -$(23,860) | | Total Stockholders' Equity | $41,495 | $46,484 | +$4,989 | - Common stock issued for cash, net of issuance costs, contributed $20.155 million to equity during the three months ended December 31, 2020[17] Condensed Consolidated Statements of Cash Flows | Metric (in thousands) | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | Change (YoY) | | :------------------------------------------------------ | :---------------------------- | :---------------------------- | :----------- | | Net Cash Used in Operating Activities | $(16,170) | $(12,050) | -$(4,120) | | Net Cash Used in Investing Activities | $(4,491) | $(4,251) | -$(240) | | Net Cash Provided by Financing Activities | $24,038 | $32,500 | -$(8,462) | | Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | $3,377 | $16,199 | -$(12,822) | | Cash, Cash Equivalents and Restricted Cash - End of Period | $47,785 | $46,353 | +$1,432 | Notes to the Condensed Consolidated Financial Statements (Unaudited) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules for interim financial information, and do not include all information required for annual statements[28] - The consolidated financial statements include the Company and its wholly-owned subsidiary, Akoustis, Inc., with intercompany accounts and transactions eliminated[29] - No material changes to significant accounting policies since the 2020 Annual Report; key estimates include valuation of equity securities, derivative financial instruments, deferred taxes, revenue recognition, and long-lived assets[30] Note 1. Organization - The company focuses on developing, designing, and manufacturing RF filter products for smartphones, tablets, cellular infrastructure, WiFi CPE, and military/defense applications[25] - Utilizes XBAW™ technology, which combines novel high purity acoustic piezoelectric materials and a unique microelectromechanical system (MEMS) wafer process[25] Note 2. Liquidity | Metric (in millions) | Dec 31, 2020 | Jan 25, 2021 | | :------------------------ | :----------- | :----------- | | Cash and cash equivalents | $47.7 | $43.9 | | Working capital | $35.7 | N/A | - The company expects current funds to be sufficient for operations beyond the next twelve months but acknowledges historical operating losses and the potential need for additional financing[27] Note 3. Summary of Significant Accounting Policies Allowance for Doubtful Accounts - An allowance for doubtful accounts is established for estimated losses in accounts receivable collection[31] Inventory - Inventory is valued at the lower of cost or net realizable value using the FIFO method[32] | Inventory Category (in thousands) | Dec 31, 2020 | Jun 30, 2020 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Raw Materials | $23 | $24 | -$1 | | Work in Process | $464 | $69 | +$395 | | Finished Goods | $164 | $43 | +$121 | | Total Inventory | $651 | $136 | +$515 | Shares of Restricted Stock Outstanding | Metric | Dec 31, 2020 | Dec 31, 2019 | Change | | :--------------------------------------- | :----------- | :----------- | :---------- | | Restricted stock in reportable shares | 10,000 | 144,750 | -134,750 | Reclassification - Prior period amounts were reclassified for presentation consistency, without affecting net loss[36] Recently Issued Accounting Pronouncements - Management does not anticipate any material effect on the financial statements from recently issued, but not yet effective, accounting pronouncements[37] Note 4. Revenue Recognition from Contracts with Customers - The company's primary revenue streams include foundry fabrication services (NRE and MEMS foundry, with MEMS exited in fiscal year 2020) and product sales (RF filters and amps)[38][39] Disaggregation of Revenue Three Months Ended December 31 | Revenue Stream (in thousands) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :----------------------------------- | :----------- | :----------- | :----------- | | NRE - RF Filters | $670 | $311 | +$359 | | Filters/Amps | $638 | $195 | +$443 | | MEMS Foundry Fabrication Services | $— | $12 | -$12 | | Total Revenue with Customers | $1,308 | $518 | +$790 | Six Months Ended December 31 | Revenue Stream (in thousands) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :----------------------------------- | :----------- | :----------- | :----------- | | NRE - RF Filters | $727 | $427 | +$300 | | Filters/Amps | $1,217 | $377 | +$840 | | MEMS Foundry Fabrication Services | $— | $257 | -$257 | | Total Revenue with Customers | $1,944 | $1,061 | +$883 | Performance Obligations - Contracts for product sales and foundry fabrication services involve one performance obligation: delivery of the final product[44] Contract Balances | Metric (in thousands) | Jun 30, 2020 | Dec 31, 2020 | Increase/(Decrease) | | :-------------------- | :----------- | :----------- | :------------------ | | Contract Assets | $125 | $383 | +$258 | | Contract Liability | $— | $57 | +$57 | - A contract liability of $57 thousand was recorded at December 31, 2020, for upfront payments for non-recurring engineering services to be performed later[46] Backlog of Remaining Customer Performance Obligations - Revenue expected from backlog of performance obligations was $3.8 million as of December 31, 2020[47] Note 5. Property and Equipment, net | Asset Category (in thousands) | Dec 31, 2020 | Jun 30, 2020 | Change | | :---------------------------- | :----------- | :----------- | :----- | | Land | $1,000 | $1,000 | $0 | | Building | $3,000 | $3,000 | $0 | | Equipment | $27,689 | $24,746 | +$2,943| | Leasehold Improvements | $1,550 | $964 | +$586 | | Total | $33,825 | $30,282 | +$3,543| | Less: Accumulated Depreciation| $(8,745) | $(6,677) | -$(2,068)| | Total Property and Equipment, net | $25,080 | $23,605 | +$1,475| - Depreciation expense for the six months ended December 31, 2020, was $2.1 million, up from $1.4 million in the prior year[51] Note 6. Accounts Payable and Accrued Expenses | Category (in thousands) | Dec 31, 2020 | Jun 30, 2020 | Change | | :-------------------------------------- | :----------- | :----------- | :----- | | Accounts payable | $936 | $2,135 | -$1,199| | Accrued salaries and benefits | $2,336 | $2,478 | -$142 | | Accrued professional fees | $95 | $193 | -$98 | | Accrued utilities | $228 | $138 | +$90 | | Accrued interest | $146 | $137 | +$9 | | Accrued goods received not invoiced | $792 | $396 | +$396 | | Other accrued expenses | $37 | $422 | -$385 | | Totals | $4,570 | $5,899 | -$1,329| Note 7. Derivative Liabilities | Metric (in thousands) | Jun 30, 2020 | Dec 31, 2020 | Change | | :----------------------------------------- | :----------- | :----------- | :----- | | Fair Value Measurement Using Level 3 Inputs| $1,110 | $1,294 | +$184 | - Valuation assumptions for derivative features of convertible notes include a remaining term of 2.41 years (Dec 31, 2020), expected volatility of 68%, a risk-free interest rate of 0.15%, and a 0% dividend yield[57] Note 8. Convertible Notes - All holders of the $10 million October 2018 Notes elected to convert them into common stock at a rate of 196.08 shares per $1,000 principal amount (conversion price of $5.10 per share) prior to the February 1, 2021 redemption date[59][60] | Convertible Debt (in thousands) | Maturity Date | Stated Interest Rate | Conversion Price | Face Value | Carrying Value (Dec 31, 2020) | | :------------------------------ | :------------ | :------------------- | :--------------- | :--------- | :---------------------------- | | Short Term (October 2018 Notes) | 02/01/2021 | 6.50% | $5.10 | $10,000 | $9,795 | | Long Term | 5/31/2023 | 6.50% | $5.00 | $15,000 | $14,351 | Note 9. Loans Payable - Akoustis, Inc. obtained a $1.6 million PPP Loan in May 2020 at 1.00% interest, with an application for full forgiveness submitted in November 2020[65] | PPP Loan (in thousands) | Maturity Date | Stated Interest Rate | Face Value | Carrying Value (Dec 31, 2020) | | :---------------------- | :------------ | :------------------- | :--------- | :---------------------------- | | Short Term | 10/31/2021-12/31/2021 | 1.00% | $619 | $594 | | Long Term | 05/20/2022 | 1.00% | $1,014 | $1,010 | Note 10. Concentrations Vendors Three Months Ended December 31 | Vendor | Dec 31, 2020 | Dec 31, 2019 | | :--------- | :----------- | :----------- | | Vendor 1 | — | 13% | | Vendor 2 | — | 19% | | Vendor 3 | — | 12% | Customers Three Months Ended December 31 | Customer | Dec 31, 2020 | Dec 31, 2019 | | :--------- | :----------- | :----------- | | Customer 3 | 32% | 55% | | Customer 4 | 15% | 29% | Six Months Ended December 31 | Customer | Dec 31, 2020 | Dec 31, 2019 | | :--------- | :----------- | :----------- | | Customer 1 | 22% | 30% | | Customer 7 | 44% | — | | Customer 8 | 12% | — | Note 11. Stockholders' Equity ATM Program and Offerings - Sold 2,296,023 shares of common stock for approximately $20.5 million gross proceeds through the ATM Program during the three months ended December 31, 2020[78] - Sold 416,221 shares for approximately $3.4 million gross proceeds through the ATM Program during the three months ended September 30, 2020[77] Equity Incentive Plans - Granted 415,554 stock options with a weighted average grant date fair value of $4.46 during the six months ended December 31, 2020[79][80] - Awarded 634,061 restricted stock units (RSUs) with a weighted average grant date fair value of $8.25 during the six months ended December 31, 2020[82] Stock-Based Compensation Expense (in thousands) | Compensation Expense (in thousands) | Three Months Dec 31, 2020 | Three Months Dec 31, 2019 | Six Months Dec 31, 2020 | Six Months Dec 31, 2019 | | :---------------------------------- | :------------------------ | :------------------------ | :---------------------- | :---------------------- | | Research and Development | $928 | $790 | $1,942 | $1,746 | | General and Administrative | $1,138 | $812 | $2,151 | $1,559 | | Total | $2,066 | $1,602 | $4,093 | $3,305 | Note 12. Commitments and Contingencies Leases Operating Lease Expense (in thousands) | Lease Expense (in thousands) | Three Months Dec 31, 2020 | Three Months Dec 31, 2019 | Six Months Dec 31, 2020 | Six Months Dec 31, 2019 | | :--------------------------- | :------------------------ | :------------------------ | :---------------------- | :---------------------- | | Operating Lease Expense | $75 | $46 | $150 | $102 | - Weighted average remaining lease term for operating leases is 2.25 years, with a weighted average discount rate of 12.47% as of December 31, 2020[88] Ontario County Industrial Development Authority Agreement - Agreement with OCIDA provides substantial tax savings and exemptions from sales, use, and mortgage recording taxes for the NY Facility, expiring December 31, 2028[90] Litigation, Claims and Assessments - No material pending legal proceedings are currently known that would significantly affect financial position, results of operations, or cash flows[91] Note 13. Related Party Transactions - Akoustis, Inc. sold inventory and designs to Big Red, LLC, a related party, for $25,000 on September 30, 2020[92] Note 14. Segment Information - The company operates in two segments: Foundry Fabrication Services and RF Product[94] Income (Loss) from Operations (in thousands) | Segment | Three Months Dec 31, 2020 | Three Months Dec 31, 2019 | Six Months Dec 31, 2020 | Six Months Dec 31, 2019 | | :--------------------------- | :------------------------ | :------------------------ | :---------------------- | :---------------------- | | Foundry/Fabrication Services | $320 | $53 | $324 | $277 | | RF Product | $(10,567) | $(7,978) | $(20,865) | $(15,875) | | Total | $(10,221) | $(7,925) | $(20,541) | $(15,598) | Note 15. Loss Per Share - Common stock equivalents (convertible notes, options, warrants) are excluded from diluted EPS calculations due to the company reporting losses, making their inclusion anti-dilutive[96] | Common Stock Equivalents | Dec 31, 2020 | Dec 31, 2019 | Change | | :----------------------- | :----------- | :----------- | :---------- | | Convertible Notes | 4,960,800 | 4,960,800 | 0 | | Options | 2,589,719 | 2,242,665 | +347,054 | | Warrants | 359,570 | 541,999 | -182,429 | | Total | 7,910,089 | 7,745,464 | +164,625 | Note. 16. Subsequent Events - On January 7, 2021, and January 26, 2021, the company issued a total of 1,960,800 shares of common stock from the conversion of $10 million principal amount of October 2018 Notes[98] - On January 25, 2021, the company issued a redemption notice for its $15 million May 2018 Notes, allowing conversion at 200 shares per $1,000 principal amount (conversion price of $5.00 per share)[98][99] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses financial performance, operational highlights, future outlook, COVID-19 impact, and liquidity Cautionary Note Regarding Forward-Looking Statements - Forward-looking statements relate to future operations, financial projections, capital utilization, customer engagement, and intellectual property, but are not guarantees of actual results[102] - Risks include inability to obtain adequate financing, limited operating history, inability to generate revenue/profitability, R&D results, market acceptance, COVID-19 impact, and intellectual property protection[103] Overview - Akoustis develops, designs, and manufactures RF filter solutions for 4G/LTE, 5G, WiFi, and defense applications using its proprietary XBAW™ technology[106] - The company operates an Integrated Device Manufacturing (IDM) business model, producing filters in its New York facility and holding 38 patents with 75 pending applications as of January 19, 2021[107][108][109] - The business model aims to provide standardized and customized filters directly to OEMs and module manufacturers, retaining ownership of core technology and IP[107][110][113] Impact of COVID-19 on our Business - Implemented social distancing, self-health attestations, mask policies, remote work, and staggered shifts to protect employees[114] - Observed declining demand and price reductions in the electronics industry, along with delays in material and equipment shipments from suppliers due to the pandemic[115] Recent Developments - Shipped fourth 5G small cell network infrastructure filter to a tier-1 customer (Oct 2020)[117] - Awarded a new DARPA contract to advance XBAW® technology (Oct 2020)[117] - Received orders for CBRS equipment XBAW® filter solutions and 5G/WiFi mobile coexistence filters from a leading RF front-end maker (Oct/Nov 2020)[117] - Secured multiple WiFi 6 design wins for coexistence filters and tri-band MU-MIMO products (Dec 2020)[118] - Issued a redemption notice with respect to $10 million principal amount of the Company's outstanding 6.5% convertible senior notes due in 2023 (Dec 2020)[117] Critical Accounting Policies - No material changes to critical accounting policies and estimates since the 2020 Annual Report on Form 10-K[119] Results of Operations Three Months Ended December 31, 2020 and 2019 Revenue (in millions) | Revenue (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :-------------------- | :----------- | :----------- | :----------- | | Total Revenue | $1.3 | $0.5 | +$0.8 | | RF Product Revenue | +227% | N/A | N/A | | NRE Services Revenue | +115% | N/A | N/A | Cost of Revenue (in millions) | Cost of Revenue (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :---------------------------- | :----------- | :----------- | :----------- | | Total Cost of Revenue | $2.6 | $0.8 | +$1.8 | - Cost of revenue increase driven by $0.5 million in RF product costs and $1.2 million in net realizable value (NRV) inventory adjustments[121] R&D Expenses (in millions) | R&D Expenses (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :------------------------- | :----------- | :----------- | :----------- | | Total R&D Expenses | $5.6 | $4.9 | +$0.7 | - R&D personnel costs increased by $0.2 million (8.5%) due to higher headcount; material and facility costs increased by $0.7 million[123] G&A Expenses (in millions) | G&A Expenses (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :------------------------- | :----------- | :----------- | :----------- | | Total G&A Expenses | $3.4 | $2.8 | +$0.6 | - G&A employee compensation (including stock-based compensation) increased by $0.6 million[124] Other (Expense)/Income (in millions) | Other (Expense)/Income (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :----------------------------------- | :----------- | :----------- | :----------- | | Total Other (Expense)/Income | $(1.7) | $(1.4) | -$(0.3) | | Debt discount amortization | $1.3 | $0.8 | +$0.5 | | Interest expense, net | $0.4 | $0.3 | +$0.1 | Net Loss (in millions) | Net Loss (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :--------------------- | :----------- | :----------- | :----------- | | Total Net Loss | $(11.9) | $(9.3) | -$(2.6) | Six Months Ended December 31, 2020 and 2019 Revenue (in millions) | Revenue (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :-------------------- | :----------- | :----------- | :----------- | | Total Revenue | $1.9 | $1.1 | +$0.8 | | RF Product Revenue | +223% | N/A | N/A | | NRE Services Revenue | +70% | N/A | N/A | Cost of Revenue (in millions) | Cost of Revenue (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :---------------------------- | :----------- | :----------- | :----------- | | Total Cost of Revenue | $4.3 | $1.1 | +$3.1 | - Cost of revenue increase driven by $2.0 million in RF product costs and $1.1 million in net realizable value (NRV) inventory adjustments[128] R&D Expenses (in millions) | R&D Expenses (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :------------------------- | :----------- | :----------- | :----------- | | Total R&D Expenses | $11.9 | $10.0 | +$2.0 | - R&D personnel costs increased by $0.7 million (12.5%) due to higher headcount; material and facility costs increased by $1.2 million due to increased R&D activities[129] G&A Expenses (in millions) | G&A Expenses (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :------------------------- | :----------- | :----------- | :----------- | | Total G&A Expenses | $6.3 | $5.6 | +$0.7 | - G&A employee compensation (including stock-based compensation) increased by $0.8 million[131] Other (Expense)/Income (in millions) | Other (Expense)/Income (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :----------------------------------- | :----------- | :----------- | :----------- | | Total Other (Expense)/Income | $(3.3) | $(2.7) | -$(0.6) | | Debt discount amortization | $2.3 | $1.5 | +$0.8 | | Interest expense | $0.8 | $0.6 | +$0.2 | Net Loss (in millions) | Net Loss (in millions) | Dec 31, 2020 | Dec 31, 2019 | Change (YoY) | | :--------------------- | :----------- | :----------- | :----------- | | Total Net Loss | $(23.9) | $(18.3) | -$(5.6) | Liquidity and Capital Resources - The company's cash and cash equivalents increased to $47.7 million as of December 31, 2020, primarily due to $23.2 million from common stock issuance, offsetting significant cash used in operating and investing activities[134] - The company expects current cash to fund operations for over 12 months but anticipates continued losses and potential need for additional capital[134] Financing Activities - Cash and cash equivalents increased by $3.4 million, primarily from $23.2 million in common stock issuance proceeds, offsetting $16.2 million used in operations and $4.5 million in capital expenditures[134] Balance Sheet and Working Capital | Metric (in millions) | Dec 31, 2020 | Jun 30, 2020 | Change | | :--------------------------- | :----------- | :----------- | :----- | | Total Assets | $77.6 | $71.4 | +$6.2 | | Current Liabilities | $15.3 | $6.1 | +$9.2 | | Long-term Liabilities | $15.8 | $23.8 | -$8.0 | | Stockholders' Equity | $46.5 | $41.5 | +$5.0 | - Increase in current liabilities by $9.2 million was due to reclassification of convertible debt and loans payable from long-term[135] Cash Flow Analysis | Cash Flow Activity (in millions) | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | Change (YoY) | | :------------------------------- | :---------------------------- | :---------------------------- | :----------- | | Operating Activities | $(16.2) | $(12.1) | -$(4.1) | | Investing Activities | $(4.5) | $(4.3) | -$(0.2) | | Financing Activities | $24.0 | $32.5 | -$(8.5) | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative and qualitative disclosures about market risk are not applicable as the company qualifies as a smaller reporting company - This item is not applicable to smaller reporting companies[140] ITEM 4. CONTROLS AND PROCEDURES Management concluded disclosure controls were effective as of December 31, 2020, reporting no material changes in internal financial controls Management's Evaluation of Disclosure Controls and Procedures - Disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of December 31, 2020[142] Changes in Internal Control over Financial Reporting - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2020[143] PART II — OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The company is not involved in material legal proceedings expected to significantly affect its business or financial condition - No material pending legal proceedings are currently known to the company[144] ITEM 1A. RISK FACTORS No material changes to risk factors previously disclosed in the 2020 Annual Report on Form 10-K - No material changes to risk factors since the 2020 Annual Report on Form 10-K[145] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS No unregistered sales of equity securities occurred during the period, except as previously disclosed in Form 8-K reports - No unregistered sales of equity securities during the period, except as previously reported[146] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This item is not applicable to the company for the reporting period - This item is not applicable[146] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company for the reporting period - This item is not applicable[146] ITEM 5. OTHER INFORMATION This item is not applicable to the company for the reporting period - This item is not applicable[146] ITEM 6. EXHIBITS Exhibits listed in the Exhibit Index are filed or furnished as part of this report - Exhibits are filed or furnished as part of this report[146] EXHIBIT INDEX The Exhibit Index lists documents filed with Form 10-Q, including organizational documents, certifications, and interactive data - Includes Articles of Conversion, Certificate of Incorporation, Amended and Restated Bylaws, and various certifications (Rule 13(a)-14(a)/15(d)-14(a) and Section 1350) and Interactive Data Files[148] SIGNATURES The report is formally signed by Kenneth E. Boller, Interim CFO of Akoustis Technologies, Inc., on February 1, 2021 - Report signed by Kenneth E. Boller, Interim Chief Financial Officer, on February 1, 2021[150][151]