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): ~~November~~December 2912, 2024

AKOUSTIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38029	33-1229046
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		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 ~~November~~ 29December 12, 2024, Akoustis Technologies, Inc. (the “Company”) commenced ~~submitted~~its ~~notice~~adjourned to2024 ~~the~~Annual ~~U.S.~~Meeting ~~District Court for the District~~ of ~~Delaware~~Stockholders (the “~~District~~Annual ~~Court~~Meeting”), ~~that~~as itpreviously isscheduled, ~~appealing~~and ~~to the United States Court of Appeals for the Federal Circuit the judgment~~adjourned (the ~~“Judgment”)~~Annual ~~entered~~Meeting inuntil ~~the~~January ~~matter of Qorvo Inc. vs. Akoustis Technologies~~9, ~~Inc.~~2025 DEat ~~Case 1~~11:~~21-cv-01417-JPM~~00 ~~(the “Qorvo Litigation”)~~am, ~~including~~Eastern ~~approximately~~Time due ~~$38.6~~to ~~million~~a inlack ~~damages,~~of ~~approximately $18~~quorum.4 ~~million~~The inAnnual ~~attorneys’~~Meeting ~~fees and~~was ~~pre-judgment~~adjourned ~~interest,~~to allow ~~and~~the ~~post-judgment~~Company’s ~~interest~~stockholders ~~accrued~~additional ~~and~~time ~~accruing~~to ~~thereon,~~vote ason ~~well as~~ the ~~permanent~~proposals ~~injunction~~ described in ~~the~~ ~~Current Report on Form 8-K filed by~~ the Company’s ~~with~~proxy ~~the~~statement ~~Securities~~for ~~and~~the Annual ~~Exchange Commission on October 17, 2024~~Meeting.

The ~~verdict~~close inof business on September 24, 2024 will continue to be the ~~Qorvo~~record ~~Litigation~~date ~~has~~for ~~created~~the ~~significant~~determination ~~uncertainty~~of ~~regarding~~stockholders of the Company’s ~~financial~~entitled to ~~condition~~vote ~~and~~at ~~prospects~~the Annual Meeting. ~~The~~ ~~Company~~Stockholders ismay ~~evaluating~~cast ~~the~~their ~~impact~~votes ofby visiting http://www.proxyvote.com before the ~~Judgment~~reconvened Annual onMeeting ~~its~~or http://www.virtualshareholdermeeting.com/AKTS2024 during ~~business,~~the ~~results~~reconvened ofAnnual ~~operations~~Meeting, ~~and~~or ~~financial~~by ~~condition~~calling 1-800-690-6903. ~~However,~~Stockholders ~~depending on~~of the Company’s ~~ability~~who tohave ~~arrange~~previously ~~any~~submitted ~~financing~~their proxy or otherwise voted and who do not want to change their vote do not need to take any ~~strategic~~action. ~~alternative~~During the period of the adjournment, the Company will becontinue ~~required~~ to ~~seek~~solicit ~~protection~~votes from its stockholders ~~under~~with ~~applicable~~respect ~~bankruptcy~~to ~~laws.~~the proposals for the Annual Meeting

~~Cautionary~~The Company encourages all stockholders of record as of the close of ~~Note~~business ~~Regarding~~on ~~Forward-Looking~~September ~~Statements~~24, 2024 who have not yet voted, to do so by January 8, 2025 at 11:59 pm Eastern Time. Notwithstanding the foregoing, any votes properly received before the close of the adjourned Annual Meeting on January 9, 2025 will be accepted.

~~This Current~~Additional ~~Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act,~~Information and ~~Section~~Where ~~21E of the Securities Exchange Act of 1934, each as amended, that are intended~~ to beFind covered by the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements about the Company’s estimates, expectations, beliefs, intentions, plans or strategies for the future (including its 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 regarding the impact of the Judgment on its operations and prospects, the Company’s ability to successfully appeal the Judgment, and its expectations that it will be required to seek protection under applicable bankruptcy laws. 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 the Company, and other risks and uncertainties, including those more fully described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 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.It

1This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on January 9, 2025. The Company previously filed a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”) on October 8, 2024. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov.

~~SIGNATURES~~Participants in the Solicitation

~~Pursuant~~The Company and its directors and executive officers and other employees may be deemed to be participants in the ~~requirements~~solicitation of proxies in respect of the ~~Securities~~adjourned ~~Exchange~~Annual ~~Act~~Meeting. ofThe ~~1934~~Company has also engaged Kingsdale Advisors, ~~the~~a ~~registrant~~proxy ~~has~~solicitation ~~duly~~firm, ~~caused~~to ~~this~~assist ~~report~~with obtaining adequate votes to beachieve ~~signed~~the onrequired ~~its~~quorum ~~behalf~~of by a majority of the ~~undersigned~~outstanding ~~hereunto~~shares ~~duly~~of ~~authorized~~the Company’s common stock entitled to vote at the Annual Meeting.

	Akoustis Technologies, Inc.
Date: November 29, 2024	By:	/s/ Kenneth E. Boller
	Name:	Kenneth E. Boller
	Title:	Chief Financial Officer

2SIGNATURES

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: December 12, 2024	By:	/s/ Kenneth E. Boller
	Name:	Kenneth E. Boller
	Title:	Chief Financial Officer

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