UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the quarterly period ended December 31, ~~2017~~2021

☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~____________~~__________ to ~~____________~~__________

Commission File Number:001-38029

AKOUSTIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		33-1229046
(State or other jurisdiction of	~~(I.R.S. Employer~~
incorporation or organization)		(IRS Employer Identification No.)

9805 Northcross Center Court, Suite A
Huntersville, NC		28078
(Address of principal executive offices)		(Postal Code)

~~9805 Northcross Center Court, Suite A~~

~~Huntersville, North Carolina 28078~~

~~(Address of principal executive offices) (Zip Code)~~

~~704-997-5735~~

(Registrant’s telephone number, including area ~~code)~~code: 1-704-997-5735

~~Not Applicable~~Securities registered under Section 12(b) of the Act:

~~(Former name, former address and former fiscal year, if changed since last report)~~

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)

Securities registered under Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐☒	~~(Do not check if smaller reporting company)~~	Smaller reporting company	☒
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of ~~February 1, 2018,~~January 20, 2022, there were ~~22,320,700~~54,672,366 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.

AKOUSTIS TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED~~December~~ DECEMBER 31,~~, 2017~~ 2021

TABLE OF CONTENTS

			Page No.
PART I — FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	1
~~PART I — FINANCIAL INFORMATION~~

~~ITEM 1.~~	~~FINANCIAL STATEMENTS~~

Condensed Consolidated Balance Sheets as of December 31, ~~2017 (unaudited)~~2021 and June 30, ~~2017~~2021 (unaudited)			21

Condensed Consolidated Statements of Operations for the three and six months ended December 31, ~~2017~~2021 and ~~2016~~2020 (unaudited)			32

Condensed Consolidated ~~Statement~~Statements of Changes in ~~Stockholders’~~ Equity for the three and six months ended December 31, ~~2017~~2021 and 2020 (unaudited)			43

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, ~~2017~~2021 and ~~2016~~2020 (unaudited)			5

Notes to the Condensed Consolidated Financial Statements (unaudited)			6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1718

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		24

ITEM 4.	CONTROLS AND PROCEDURES	24

~~ITEM 4.~~PART II — OTHER INFORMATION			~~CONTROLS AND PROCEDURES~~		25

ITEM 1.	LEGAL PROCEEDINGS	25

ITEM 1A.	~~PART II — OTHER INFORMATION~~RISK FACTORS	25


~~ITEM 1.~~	~~LEGAL PROCEEDINGS~~		25

~~ITEM 1A.~~	~~RISK FACTORS~~		25

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		26

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	27

ITEM 3.4.	~~DEFAULTS UPON SENIOR SECURITIES~~MINE SAFETY DISCLOSURES		2627

ITEM 5.	OTHER INFORMATION	27

ITEM 4.6.	~~MINE SAFETY DISCLOSURES~~EXHIBITS		2628

EXHIBIT INDEX		28

~~ITEM 5.~~SIGNATURES		~~OTHER INFORMATION~~		26

~~ITEM 6.~~	~~EXHIBITS~~		26

~~EXHIBIT INDEX~~			27

~~SIGNATURES~~			29

PART I - FINANCIAL INFORMATION

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~.

ITEM 1. FINANCIAL STATEMENTS.

Akoustis Technologies, Inc.

Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)

December 31, June 30,
2017 2017
(unaudited)
Assets

Assets:
Cash and cash equivalents $ 11,698,531 $ 9,631,520
Accounts receivable 298,797 —
Inventory 74,979 188,476
Prepaid expenses 182,307 158,457
Deposits 42,549 42,808
Total current assets 12,297,163 10,021,261

Property and equipment, net 12,283,207 7,853,814

Intangibles, net 231,701 206,527

Other assets 32,861 10,715
Total Assets $ 24,844,932 $ 18,092,317

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable and accrued expenses $ 3,027,331 $ 1,336,368
Deferred revenue 77,447 14,500
Total current liabilities 3,104,778 1,350,868

Long-term Liabilities:
Contingent real estate liability 1,809,847 1,730,542
Total long-term liabilities 1,809,847 1,730,542

Total Liabilities 4,914,625 3,081,410

Commitments and contingencies

Stockholders’ Equity
Preferred Stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding — —
Common stock, $0.001 par value; 45,000,000 shares authorized; 22,320,700 and 19,075,050 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively 22,321 19,075
Additional paid in capital 46,599,657 31,499,889
Accumulated deficit (26,691,671 ) (16,508,057 )
Total Stockholders’ Equity 19,930,307 15,010,907
Total Liabilities and Stockholders’ Equity $ 24,844,932 $ 18,092,317
December 31, June 30,
2021 2021
Assets
Assets:
Cash and cash equivalents $ 67,467 $ 88,322
Accounts receivable 2,502 1,170
Inventory 2,286 1,390
Other current assets 3,158 2,314
Total current assets 75,413 93,196

Property and equipment, net 40,248 30,730
Goodwill 7,835 —
Intangibles, net 10,167 572
Operating lease right-of-use asset, net 389 471
Other assets 60 25
Total Assets $ 134,112 $ 124,994

Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses $ 6,720 $ 6,954
Deferred revenue 101 41
Operating lease liability - current 291 270
Total current liabilities 7,112 7,265

Long-term Liabilities:
Contingent consideration 1,082 —
Operating lease liability 94 202
Deferred tax liability 2,039 —
Other long-term liabilities 117 117
Total long-term liabilities 3,332 319

Total Liabilities 10,444 7,584

Equity
Preferred stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding — —
Common stock, $0.001 par value; 100,000,000 shares authorized; 54,659,660 and 51,235,764 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively 55 51
Additional paid in capital 291,969 265,130
Accumulated deficit (175,884 ) (147,771 )
Total Akoustis Technologies, Inc. equity $ 116,140 $ 117,410
Noncontrolling interest 7,528 —
Total Equity 123,668 117,410
Total Liabilities and Equity $ 134,112 $ 124,994

See accompanying notes to the condensed consolidated financial statements

Akoustis Technologies, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
For the Three
Months Ended
December 31,
2021 For the Three
Months Ended
December 31,
2020 For the Six
Months Ended
December 31,
2021 For the Six
Months Ended
December 31,
2020
Revenue
Revenue with customers $ 3,672 $ 1,308 $ 5,540 $ 1,944

Cost of revenue 4,549 2,602 7,451 4,251

Gross profit (loss) (877 ) (1,294 ) (1,911 ) (2,307 )

Operating expenses
Research and development 9,192 5,566 17,166 11,946
General and administrative expenses 5,146 3,361 9,022 6,288
Total operating expenses 14,338 8,927 26,188 18,234

Loss from operations (15,215 ) (10,221 ) (28,099 ) (20,541 )

Other (expense) income
Interest (expense) income 28 (1,703 ) 62 (3,135 )
Change in fair value of derivative liabilities — 14 — (184 )
Total other (expense) income 28 (1,689 ) 62 (3,319 )
Net loss before income taxes $ (15,187 ) $ (11,910 ) $ (28,037 ) $ (23,860 )

Income Taxes (58 ) — (58 ) —

Net Loss $ (15,245 ) $ (11,910 ) $ (28,095 ) $ (23,860 )

Net loss (income) attributable to noncontrolling interest (19 ) — (19 ) —
Net loss attributable to common stockholders $ (15,264 ) $ (11,910 ) $ (28,114 ) $ (23,860 )

Net loss per common share - basic and diluted $ (0.29 ) $ (0.30 ) $ (0.54 ) $ (0.61 )

Weighted average common shares outstanding - basic and diluted 52,924,078 39,445,268 52,180,077 38,810,985
See accompanying notes to the condensed consolidated financial statements.

Akoustis Technologies, Inc.
~~(unaudited)~~  Condensed Consolidated Statements of Changes in Equity
(In thousands)
(Unaudited)
For the Six Months Ended December 31, 2021
Additional
Common Stock Paid In Accumulated
Shares Par Value Capital Deficit Equity

Balance, June 30, 2021 51,236 $ 51 $ 265,130 $ (147,771 ) $ 117,410

Common stock issued for cash, net of issuance costs 556 1 5,431 — 5,432

Stock-based compensation 237 — 2,348 — 2,348

Common stock issued for exercise of warrants 4 — 24 — 24

Common stock issued for exercise of options 5 — 33 — 33

Net loss — — — (12,849 ) (12,849 )

Balance, September 30, 2021 52,038 $ 52 $ 272,966 $ (160,620 ) $ 112,398
Additional
Common Stock Paid In Accumulated Noncontrolling
Shares Par Value Capital Deficit Interest Equity

Balance, September 30, 2021 52,038 $ 52 $ 272,966 $ (160,620 ) $ — $ 112,398

Common stock issued for cash, net of issuance costs 1,931 2 13,355 — — 13,357

Stock-based compensation 356 — 2,900 — — 2,900

Common stock issued for exercise of warrants 4 — 33 — — 33

Common stock issued for exercise of options 15 — 107 — — 107

ESPP purchase 53 1 311 — — 312

Common stock issued in acquisition 263 — 2,297 — — 2,297

Noncontrolling interest acquired — — — — 7,510 7,510

Net loss — — — (15,264 ) 18 (15,246 )

Balance, December 31, 2021 54,660 $ 55 $ 291,969 $ (175,884 ) $ 7,528 $ 123,668

For the Three Months Ended
December 31, 2017

For the Three Months Ended
December 31, 2016
For the Six Months Ended
December 31, 2017
For the Six Months Ended
December 31, 2016

Revenue $ 444,553 $ 159,068 $ 745,493 $ 159,068

Cost of revenue 329,836 — 523,065 —

Gross profit 114,717 159,068 222,428 159,068

Operating expenses
Research and development 3,473,031 775,984 6,477,396 1,428,560
General and administrative expenses 2,189,904 2,066,768 4,022,526 3,330,011
Total operating expenses 5,662,935 2,842,752 10,499,922 4,758,571

Loss from operations (5,548,218 ) (2,683,684 ) (10,277,494 ) (4,599,503 )

Other income (expense)
Interest income 263 209 997 299
Rental income 86,844 — 172,188 —
Change in fair value of contingent real estate liability (79,305 ) — (79,305 ) —
Change in fair value of derivative liabilities — (712,246 ) — (869,462 )
Total other income (expense) 7,802 (712,037 ) 93,880 (869,163 )
Net loss $ (5,540,416 ) $ (3,395,721 ) $ (10,183,614 ) $ (5,468,666 )

Net loss per common share - basic and diluted $ (0.27 ) $ (0.21 ) $ (0.52 ) $ (0.35 )

Weighted average common shares outstanding -basic and diluted 20,167,681 15,892,503 19,667,770 15,797,106
See accompanying notes to the condensed consolidated financial statements.

Akoustis Technologies, Inc.
Condensed Consolidated Statements of Changes in Equity
(In thousands)
(Unaudited)
For the Six Months Ended December 31, 2020
Additional
Common Stock Paid In Accumulated
Shares Par Value Capital Deficit Equity

Balance, June 30, 2020 37,990 $ 38 $ 145,072 $ (103,615 ) $ 41,495

Stock-based compensation 127 — 2,027 — 2,027

Common stock issued for exercise of options 18 — 102 — 102

Common stock issued for cash, net of issuance costs 416 — 3,267 — 3,267

Common stock issued in payment of note interest 31 1 243 — 244

Net loss — — — (11,950 ) (11,950 )

Balance, September 30, 2020 38,582 $ 39 $ 150,711 $ (115,565 ) $ 35,185
Additional
Common Stock Paid In Accumulated
Shares Par Value Capital Deficit Equity

Balance, September 30, 2020 38,582 $ 39 $ 150,711 $ (115,565 ) $ 35,185

Common stock issued for cash, net of issuance costs 2,296 2 20,153 — 20,155

Stock-based compensation 350 — 2,066 — 2,066

Common stock issued for exercise of warrants 33 — 118 — 118

Common stock issued for exercise of options 73 — 422 — 422

ESPP purchase 32 — 204 — 204

Common stock issued in payment of note interest 33 — 244 — 244

Net loss — — — (11,910 ) (11,910 )

Balance, December 31, 2020 41,399 $ 41 $ 173,918 $ (127,475 ) $ 46,484
See accompanying notes to the condensed consolidated financial statements.

Akoustis Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands, except per share data)
(Unaudited)
Six Months
Ended
December 31,
2021 Six Months
Ended
December 31,
2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (28,095 ) $ (23,860 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 3,174 2,080
Stock-based compensation 5,248 4,093
Amortization of debt discount — 2,346
Amortization of operating lease right of use asset 130 110
Non cash interest payments — 488
Change in fair value of derivative liabilities — 184
Gain on disposal of fixed assets (194 ) —

Changes in operating assets and liabilities:
Accounts receivable (349 ) (395 )
Inventory (698 ) (515 )
Other current assets (832 ) (443 )
Accounts payable and accrued expenses (1,611 ) (204 )
Lease liabilities (135 ) (111 )
Deferred revenue (176 ) 57
Net Cash Used in Operating Activities (23,538 ) (16,170 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for machinery and equipment (12,823 ) (4,438 )
Acquisition of business, net of cash acquired (4,079 ) —
Cash received from sale of fixed assets 287 —
Cash paid for intangibles — (53 )
Net Cash Used in Investing Activities (16,615 ) (4,491 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 18,789 23,192
Proceeds from exercise of employee stock options 140 524
Proceeds from exercise of warrants 57 118
Proceeds from employee stock purchase plan 312 204
Net Cash Provided by Financing Activities 19,298 24,038

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash (20,855 ) 3,377

Cash, Cash Equivalents and Restricted Cash - Beginning of Period 88,322 44,408

Cash, Cash Equivalents and Restricted Cash - End of Period $ 67,467 $ 47,785

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest — 325

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued in payment of interest — 488
Fixed assets included in accounts payable and accrued expenses (223 ) 572
Acquisition of Business
Tangible assets, excluding cash and cash equivalents 1,346 —
Intangibles 9,711 —
Goodwill 7,835 —
Deferred tax liability (2,039 ) —
Contingent consideration (1,082 ) —
Liabilities assumed (1,885 ) —
Issuance of common stock for acquisition (2,297 ) —
Noncontrolling interest (7,510 ) —
See accompanying notes to the condensed consolidated financial statements

~~Akoustis Technologies, Inc.~~
~~Condensed Consolidated Statement of Changes in Stockholders’ Equity~~
~~For the Six Months Ended December 31, 2017~~
~~(unaudited)~~
Common Stock Additional
Shares Amount Paid In Capital
Accumulated
Deficit
Stockholders’ Equity

Balance, July 1, 2017 19,075,050 $ 19,075 $ 31,499,889 $ (16,508,057 ) $ 15,010,907

Common stock issued for cash, net of issuance costs 3,183,269 3,183 13,254,880 — 13,258,063

Warrants issued to underwriter — — (645,757 ) — (645,757 )

Common stock issued for services 111,000 111 2,580,711 — 2,580,822

Common stock issued for exercise of warrants 9,533 10 47,655 — 47,665

Vesting of restricted shares — — (137,779 ) — (137,779 )

Repurchase of Common Shares (58,152)
(58
) 58 — —

Net loss for the six months ended December 31, 2017 — — — (10,183,614 ) (10,183,614 )

Balance, December 31, 2017 22,320,700 22,321 46,599,657 (26,691,671 ) 19,930,307
~~See accompanying notes to the condensed consolidated financial statements~~

~~Akoustis Technologies, Inc.~~
~~Condensed Consolidated Statements of Cash Flows~~
~~(unaudited)~~
For the Six Months Ended For the Six Months Ended
December 31, 2017 December 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,183,614 ) $ (5,468,666 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 470,419 25,834
Amortization of intangibles 8,076 3,112
Share-based compensation 2,076,829 2,247,862
Change in fair value of derivative liabilities — 869,462
Change in fair value of contingent liability 79,305 —
Changes in operating assets and liabilities:
Accounts receivable (298,797 ) (29,000 )
Inventory 113,497 359
Prepaid expenses (23,850 ) (38,431 )
Deposits 259 —
Other assets (22,146 ) (10,000 )
Accounts payable and accrued expenses
982,729
244,109
Deferred revenue 62,947 29,000
Net Cash Used In Operating Activities (6,734,346 ) (2,126,359 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment
(4,471,121
) (444,429 )
Cash paid for intangibles (33,250 ) (39,650 )
Net Cash Used In Investing Activities
(4,504,371
) (484,079 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock 13,258,063 3,456,460
Proceeds from exercise of warrants 47,665 —
Net Cash Provided By Financing Activities 13,305,728 3,456,460

Net Increase in Cash 2,067,011 846,022

Cash - Beginning of Period 9,631,520 4,155,444

Cash - End of Period $ 11,698,531 $ 5,001,466

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes $ — $ —
Interest $ 199 $ —

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock compensation payable $
266,248
$ 208,699
Warrants issued for stock issuance costs $ 645,757 $ 107,432
Reclassification of derivative liability to additional paid in capital $ — $ 1,795,363
Accrued capital expenditures
$
428,691
$ —
~~See accompanying notes to the condensed consolidated financial statements~~

AKOUSTIS TECHNOLOGIES, INC.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
~~(Unaudited~~)
~~December 31, 2017~~
Note 1. Organization
Akoustis Technologies, Inc. ~~(formerly known as Danlax, Corp.) (“the Company”~~(the “Company”) was incorporated ~~under the laws of the State of Nevada, U.S.~~ on April 10, ~~2013. Effective~~2013, and effective December 15, 2016, the Company changed its state of incorporation ~~from the State of Nevada~~ to the State of Delaware. Through its ~~subsidiaries,~~wholly-owned subsidiary, Akoustis, Inc. ~~and Akoustis Manufacturing New York, Inc. (each a~~(a Delaware corporation), the Company, headquartered in Huntersville, North Carolina, is focused on developing, designing, and manufacturing innovative radio frequency (“RF”) filter products for the ~~mobile~~ wireless ~~device industry. The mission of~~industry, including for products such as smartphones and tablets, cellular infrastructure equipment, Wi-Fi Customer Premise Equipment (“CPE”), and military and defense communication applications. Located between the device’s antenna and its digital backend, the RF front-end (“RFFE”) is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. To construct the resonator devices that are the building blocks for its RF filters, the Company ~~is to commercialize and manufacture its patented BulkONE®~~has developed a family of novel, high purity acoustic wave technology to address the critical frequency-selectivity requirements in today’s mobile smartphones and other wireless devices - improving the efficiency and signal quality and helping enable the Internet of Things.
~~The Company is listed on the Nasdaq Capital Market, effective as of March 13, 2017, under the symbol AKTS.~~
~~Acquisition of Assets~~
On June 26, 2017, pursuant to a Definitive Asset Purchase Agreement and Definitive Real Property Purchase Agreement (collectively, the “Agreements”) with The Research Foundation for the State University of New York (“RF-SUNY”) and Fuller Road Management Corporation (“FRMC”), an affiliate of RF-SUNY, respectively, the Company completed the acquisition of certain specified assets, including STC-MEMS, a semiconductor wafer-manufacturing operation and microelectromechanical systems (“MEMS”) business with associated wafer-manufacturing tools,piezoelectric materials as well as ~~the real estate~~a unique microelectromechanical system (“MEMS”) wafer process, collectively referred to as XBAW^TM technology. The Company leverages its integrated device manufacturing (“IDM”) business model to develop and ~~improvements associated with the facility located~~sell high performance RF filters using its XBAW^TM technology. Filters are critical in ~~Canandaigua, New York, which is used~~selecting and rejecting signals, and their performance enables differentiation in the ~~operation of STC-MEMS (the assets and real estate and improvements referred to together herein as~~modules defining the “STC-MEMS Business”), which was created in 2010 by RF-SUNY to form a vertically integrated “one-stop-shop” in smart system and smart-device innovation and manufacturing. The facility was designed to provide its customersRFFE. In October 2021, the capacity, infrastructure and operational capabilities in all areas of semiconductor and advanced manufacturing, while covering a diverse number of markets including aerospace, biomedical, communications, defense, and energy. The Company also agreed to assume substantially all the on-going obligations of the STC-MEMS Business incurred in the ordinary course of business including with respect to the 29 employees employed by RF-SUNY.
~~The~~ Company acquired ~~the STC-MEMS Business through its wholly-owned subsidiary, Akoustis Manufacturing New York,~~a 51% ownership interest in RFM Integrated Device, Inc., (“~~Akoustis NY”~~RFMi”), a ~~Delaware corporation.~~
~~See Note 4 for a detailed description~~fabless supplier of acoustic wave RF resonators and filters. Through RFMi, the ~~transaction.~~Company makes sales of surface-acoustic-wave (“SAW”) resonators, RF filters, crystal (Xtal) resonators and oscillators, and ceramic products.
Note 2. ~~Going Concern and Management Plans~~Liquidity
The accompanying condensed 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 December 31, 2017, the Company had working capital of $9.2 million and an accumulated deficit of $26.7 million. Since inception, the Company has recorded approximately $1,039,000 and $615,000 of revenue from contract research and government grants and engineering review services, respectively. As of February 1, 2018,2021, the Company had cash and cash equivalents of ~~$9.7~~$67.5 million ~~which the~~and working capital of $68.3 million. The Company ~~believes is~~has historically incurred recurring operating losses and experienced net cash used in operating activities.
The Company expects cash and cash equivalents to be sufficient to fund its ~~current~~ operations ~~into~~beyond the ~~first quarter~~next twelve months from the date of ~~fiscal 2019. As a result,~~filing of this Form 10-Q. These funds will be used to fund the Company’s operations, including capital expenditures, R&D, commercialization of our technology, development of our patent strategy and expansion of our patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except for the approximately $7.0 million of common stock remaining available to be sold pursuant to its ATM Equity Offering^SM Sales Agreement, dated May 8, 2020, with BofA Securities, Inc. and Piper Sandler & Co., the Company ~~will need~~has no commitments or arrangements to obtain any additional ~~capital to fund operations past that date. The Company is actively managing~~funds, and controlling the Company’s cash outflows to mitigate these risks. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
There is no assurance that the Company’s projections and estimates are accurate. The Company’s primary sources of funds for operations since inception have been with contract research and government grants, sales of our equity securities, and debt. The Company needs to obtain additional capital to accomplish its business plan objectives and will continue its efforts to secure additional funds. However, the amount of funds raised, if any, may not be sufficient to enable the Company to attain profitable operations. To the extent that the Company is unsuccessful in obtaining additional financing, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. Therethere can be no assurance ~~that~~ such ~~a plan~~funds will be ~~successful.~~
available on acceptable terms or at all. 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~~Significant Accounting Policies
Basis of ~~presentation~~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.~~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 ~~issuance~~filing of ~~these financial statements.~~this Form 10-Q. Operating results for the ~~six months~~quarter ended December 31, ~~2017~~2021 are not necessarily indicative of the results that may be expected for the year ending June 30, ~~2018~~2022 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 ~~Annual Report on~~ Form 10-K filed with the SEC on ~~September 20, 2017~~August 30, 2021 (the ~~“2017~~“2021 Annual Report”).
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its ~~wholly-owned subsidiaries,~~wholly owned subsidiary, Akoustis, ~~Inc. and Akoustis Manufacturing New York,~~ Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
~~Revised Prior Period Amounts~~
~~The~~ For RFMi, a consolidated entity in which we have 51% of ownership, the Company ~~identified and recorded an out-of-period adjustment related~~records net loss (income) attributable to ~~stock-based compensation that should have been recorded in~~noncontrolling interest on the ~~year ended June 30, 2017. The adjustment was reflected as a $725,000 increase in additional paid in capital and corresponding increase in accumulated deficit. Tabular summaries~~condensed consolidated statements of operations equal to the percentage of the ~~revisions are presented below:~~

Consolidated Balance Sheet
June 30, 2017

Previously Reported Revisions Revised Reported
Additional paid in capital $ 30,774,885 $ 725,004 $ 31,499,889

Accumulated deficit (15,783,053 ) (725,004 ) (16,508,057 )

Consolidated Statement of Operations
Year ended June 30, 2017

Previously Reported Revisions Revised Reported
Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 )

Net loss per ordinary share:
     Basic $ (0.54 ) $ (0.04 ) $ (0.58 )
The Company analyzed the revisions under SEC Staff Accounting Bulletin No. 108 and determined that the revisions are immaterial on a quantitative and qualitative basis and that it is probable that the judgment of a reasonable person relying upon the financial statements would not have been changed or influencedownership interest retained in such entity by the inclusion or correction of the items in the year ended June 30, 2017. Therefore, amendment of the 2017 Annual Report is not considered necessary. However, if the adjustments to correct the errors were recorded in the first quarter of 2018, the Company believes the impact would have been significant to the first quarter and would impact comparisons to prior periods. The Company has also revised in this quarterly report on Form 10-Q the previously reported annual consolidated balance sheet as of June 30, 2017 on Form 10-K for these amounts. The Company will revise comparative prior period amounts prospectively.respective noncontrolling parties.

Significant Accounting Policies and Estimates
The Company’s significant accounting policies are disclosed in ~~Note~~Note. 3-Summary of Significant Accounting Policies in the ~~2017~~2021 Annual Report. Since the date of the ~~2017~~2021 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. ~~These~~The policies, estimates and assumptions include valuing equity securities, ~~and derivative financial instruments issued in financing transactions,~~ deferred taxes and related valuation allowances, contingent ~~real estate liability~~consideration, goodwill, intangible assets, initial fair value of the non-controlling interest, revenue recognition, and the fair values of ~~long lived~~long-lived assets. Actual results could differ from the estimates.

~~Accounts Receivable~~Business Combinations - Business combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Transaction costs are expensed in a business combination.
Allowance for Doubtful Accounts
~~Trade accounts receivable are stated net of allowances for doubtful accounts. Management estimates the~~
The Company provides an allowance for doubtful accounts ~~based on review and analysis of specific customer balances that may not~~equal to the estimated losses to be collectible, customer payment history and any other customer-specific information that may impact ability to collect the receivable. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. There was no allowance for doubtful accounts at December 31, 2017.
~~Income Taxes~~
~~On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740,~~~~Accounting for Income Taxes~~ ~~requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws~~incurred in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%, which will result in a reduction in our effective tax rate from approximately 36.64% to 24.16% for the fiscal year ending June 30, 2018. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. Deferred tax assetscollection of approximately $9.5 million were revalued to approximately $6.2 million with a corresponding decrease to the Company’s valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending June 30, 2018, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements. Because the Act became effective mid-way through the Company’s tax year, the Company will have a federal statutory income tax rate of approximately 28% for the fiscal year ending June 30, 2018 and will have an approximate 21% statutory income tax rate for fiscal years thereafter.accounts receivable.
~~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 six months ended December 31, 2017 and 2016 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.
~~The Company had the following common stock equivalents at December 31, 2017 and 2016:~~
December 31, 2017 December 31, 2016
Options 1,166,859 160,000
Warrants 756,809 510,597
Totals 1,923,668 670,597

~~Shares Outstanding~~
Shares outstanding include shares of restricted stock with respect to which restrictions have not lapsed. Restricted stock included in reportable shares outstanding was 1,023,506 shares and 1,822,055 shares as of December 31, 2017 and 2016, respectively. Shares of restricted stock are included in the calculation of weighted average shares outstanding.
~~Reclassification~~
~~Certain prior period amounts have been reclassified to conform to current period presentation. The reclassifications did not have an impact on net loss as previously reported~~.
Recently Issued Accounting Pronouncements
~~In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13,~~~~Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842).~~The new standards, among other things, provide additional implementation guidance with respect to Accounting Standards Codification (ASC) Topic 606 and ASC Topic 842. ASU 2017-13 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the new standard, but does not expect it to have a material impact on its implementation strategies or its consolidated financial statements upon adoption.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.
Note 4. ~~Acquisition~~Revenue Recognition from Contracts with Customers
Disaggregation of Revenue
The Company’s primary revenue streams include foundry fabrication services and product sales.

Foundry Fabrication Services
Foundry fabrication services revenue includes Non-Recurring Engineering (“NRE”) and microelectromechanical systems (“MEMS”) foundry services. Under these contracts, products are delivered to the customer at the completion of the ~~STC-MEMS Business~~
~~On March 23, 2017,~~service which represents satisfaction of the Company entered into the Agreements with RF-SUNY, a New York State education corporation, on behalf of The State University of New York Polytechnic Institute, and FRMC, an affiliate of RF-SUNY to acquire the STC- MEMS Business. The acquisition allows the Company to internalize manufacturing, increase capacity and control its wafer supply chain for single crystal bulk acoustic wave (“BAW”) radio frequency (“RF”) filters. The Company will utilize the NY facility to consolidate all aspects of wafer manufacturing for its high-band RF filters.
The STC-MEM’s Business was created in 2010 by RF-SUNY to form a vertically integrated “one-stop-shop” in smart system and smart-device innovation and manufacturing. The facility was designed to provide its customers the capacity, infrastructure and operational capabilities in all areas of semiconductor and advanced manufacturing, while covering a diverse number of markets including aerospace, biomedical, communications, defense, and energy. Located in Canandaigua, New York, just outside of Rochester, the STC-MEMS facility includes certified cleanroom manufacturing, advanced test and metrology,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 ~~MEMS~~point in time.
Product Sales
Product sales revenue consists of sales of RF filters and ~~optoelectronic packaging facility.~~amps 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.
The following table summarizes the revenues of the Company’s reportable segments for the three months ended December 31, 2021 (in thousands):
Foundry
Fabrication
Services
Revenue Product
Sales
Revenue Total
Revenue
with
Customers
NRE $       383 $ — $ 383
Filters/Amps — 3,289 3,289
Total $ 383 $ 3,289 $ 3,672
The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2021 (in thousands):
Foundry
Fabrication
Services
Revenue Product
Sales
Revenue Total
Revenue
with
Customers
NRE $         796 $ — $ 796
Filters/Amps — 4,744         4,744
Total $ 796 $
4,744
$ 5,540
The following table summarizes the revenues of the Company’s reportable segments for the three months ended December 31, 2020 (in thousands):
Foundry
Fabrication
Services
Revenue Product
Sales
Revenue Total
Revenue
with
Customers
NRE - RF Filters $ 670 $ — $ 670
Filters/Amps — 638 638
Total $ 670 $ 638 $ 1,308
The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2020 (in thousands):
Foundry
Fabrication
Services
Revenue Product
Sales
Revenue Total
Revenue
with
Customers
NRE - RF Filters $ 727 $ — $ 727
Filters/Amps — 1,217 1,217
Total $ 727 $ 1,217 $ 1,944
Performance Obligations
The Company has determined that contracts for product sales revenue and foundry fabrication services revenue involve one performance obligation, which is delivery of the final product.

Contract Balances
The following table summarizes the changes in the opening and closing balances of the Company’s contract asset and liability for the first six months of fiscal years 2022 and 2021 (in thousands):
Contract
Assets Contract
Liability
Balance, June 30, 2021 $ 411 $ 41
Closing, December 31, 2021 823 101
Increase/(Decrease) $ 412 $ 60

Balance, June 30, 2020 $ 125 $ —
Closing, December 31, 2020 383 57
Increase/(Decrease) $ 258 $ 57
The Company ~~acquired~~records a receivable when the ~~STC-MEMS Business through Akoustis NY.~~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 ~~Company also agreed~~amount of revenue recognized in the six months ended December 31, 2021 that was included in the opening contract liability balance was $41 thousand which related to ~~assume substantially all~~non-recurring engineering services.
Contract assets are recorded when revenue recognized exceeds the ~~on-going obligations~~amount invoiced. The difference between the opening and closing balances of the ~~STC-MEMS Business incurred~~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 ~~ordinary course~~six months ended December 31, 2021 that was included in the opening contract asset balance was $293 thousand, which primarily related to non-recurring engineering services.
Backlog of ~~business, including with respect~~Remaining Customer Performance Obligations
Revenue expected to be recognized and recorded as sales during this fiscal year from the ~~29 employees employed by RF-SUNY. The acquisition closed on June 26, 2017.~~backlog of performance obligations that are unsatisfied (or partially unsatisfied) was $5.4 million at December 31, 2021.
Note 5: Inventory

~~The purchase price paid for~~Inventory is stated at the ~~transaction was an aggregate~~lower of ~~approximately $4.58 million consisting of (i) $2.75 million in cash consideration, (ii) $96,000 in inventory, and (iii) a contingent real estate liability of approximately $1.73 million.~~cost or net realizable value using the first-in, first-out (FIFO) valuation method.

~~The following presents the unaudited pro-forma combined results of operations of the Company with the STC-MEMS Business as if the entities were combined on July 1, 2016.~~
For the Three Months Ended December 31,
For the Six Months Ended December 31,
2016 2016
Revenue $ 817,673 $ 1,288,485
Net loss $ (4,139,503 ) $ (7,314,370 )
Net loss per common share $ (0.26 ) $ (0.46 )
Weighted average common shares outstanding 15,892,503 15,797,106

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of July 1, 2016 or to project potential operating results as of any future date or for any future periods.
~~Note 5. Property and equipment~~
~~Property and equipment~~Inventory consisted of the following as of December 31, ~~2017~~2021 and June 30, ~~2017:~~2021 (in thousands):

Estimated
Useful Life

December 31,
2017

June 30,
2017

Land n/a $ 1,000,000 $ 1,000,000
Research and development equipment 3 - 10 years 6,510,343 1,851,427
Computer equipment 5 years 69,642 16,783
Furniture and fixtures 5 - 10 years 3,725 3,725
STC-MEMS equipment 3 - 5 years 2,120,868 2,124,650
Building 11 years 3,191,819 3,000,000
Leasehold improvements * 3,240 3,240
12,899,637 7,999,825
Less: Accumulated depreciation (616,430 ) (146,011 )
Total $ 12,283,207 $ 7,853,814
December 31,
2021 June 30,
2021
Raw Materials $ 858 $ 124
Work in Process 718 1,188
Finished Goods 710 78
Total Inventory $ 2,286 $ 1,390
Note 6. Property and Equipment, net
~~(*) Amortized on a straight-line basis over the term~~
Property and equipment, net consisted of the ~~lease or the estimated useful lives, whichever is shorter.~~following as of December 31, 2021 and June 30, 2021 (in thousands):
Estimated
Useful Life December 31,
2021 June 30,
2021
Land n/a $ 1,000 $ 1,000
Building 11 years 3,000 3,000
Equipment 2-10 years 45,033 35,120
Leasehold Improvements * 3,598 1,946
Software 3 years 617 580
Furniture & Fixtures 5 years 80 73
Computer Equipment 3 years 642 310
Total 53,970 42,029
Less: Accumulated Depreciation (13,722 ) (11,299 )
Total $ 40,248 $ 30,730
(*) Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.
The Company recorded depreciation expense of ~~$237,109~~$1.6 million and ~~$12,949~~$1.1 million for the three months ended December 31, ~~2017~~2021 and ~~2016,~~2020, respectively.
The Company recorded depreciation expense of ~~$470,419~~$3.1 million and ~~$25,834~~$2.1 million for the six months ended December 31, ~~2017~~2021 and ~~2016,~~2020, respectively.
As of December 31, ~~2017, research and development fixed assets~~2021, equipment with a net book value totaling ~~$5,386,457 were~~$11.7 million had not been placed in service and therefore was not depreciated during the period. As of June 30, 2021, fixed assets with a net book value totaling $4.9 million had not been placed in service and therefore was not depreciated during the period.

Note ~~6. Intangible assets~~7. Business Acquisition

On October 15, 2021, the Company acquired a majority ownership position in RFM Integrated Device, Inc. (“RFMi”), a fabless supplier of acoustic wave RF resonators and filters, to expand product offerings and provide access to new markets. The Company acquired a 51% ownership interest in RFMi from Tai-Saw Technology Co., Ltd. (“TST”) in exchange for $6.0 million in cash and approximately $2.5 million payable in common stock of the Company. The Company has the option to acquire the remaining 49% ownership interest in RFMi from TST on or before June 30, 2022, for an additional $3.5 million in cash and approximately $4.0 million in unregistered shares of common stock of the Company.
Additionally, earn-out payments payable in cash and/or shares of common stock of the Company may be payable to TST based on the achievement of sales targets for RFMi products in each of calendar year 2022 and 2023, with potential payouts in the range of $0 to $3.0 million. The estimated fair value of the associated liability was based on the present value of the expected future payouts resulting from the projected RFMi product sales, applying a volatility rate of 30% against those future projected revenues and, using a discount rate of 9.9% and 10.2% for the first and second earnouts, respectively, and thus represented a Level 3 fair value measurement. The contingent consideration is re-measured to fair value at each reporting date until the contingency is resolved, and those changes in fair value are recognized in earnings. There have been no material changes in the fair value of the contingent consideration at December 31, 2021 since the acquisition date.
The ~~Company’s~~purchase price was preliminarily allocated based on the estimated fair values of the assets acquired and liabilities assumed as follows (in thousands):
Consideration:
Cash paid $ 6,000
Common stock 2,297
Fair value of contingent consideration 1,082
Total consideration $ 9,379

Cash $ 1,921
Other tangible assets 1,346
Intangible assets 9,711
Goodwill 7,835
Liabilities assumed (1,885 )
Deferred tax liability $ (2,039 )
Total assets acquired $ 16,889
Noncontrolling interest (7,510 )
Net assets acquired $ 9,379
The Company will continue to evaluate the fair market value and other estimates of certain assets, liabilities and tax estimates over the measurement period (up to one year from the acquisition date) as provided for in ASC 805-10.
The provisional values of the intangible assets acquired included trademarks of $1.6 million, developed technology of $1.2 million and customer relationships of $6.9 million.
The fair value of the trademarks acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 3% and a discount rate of 19.5% as of the valuation date. The acquired trademarks assets are being amortized on a straight-line basis over their estimated useful lives of five years.
The fair value of the developed technology acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 4% and a discount rate of 19.5% as of the valuation date. The acquired developed technology assets are being amortized on a straight-line basis over their estimated useful lives of seven years.
The fair value of the customer relationships acquired was determined based on an income approach using the “multi-period excess earnings” method in which the value of the intangible asset is determined by discounting the future cash flows of the asset to present value. Key inputs include a discount rate of 19.5%, an attrition rate of 5% and an operating expense adjustment factor of 5% as of the valuation date. These customer relationships are being amortized on a straight-line basis over their estimated useful life of seven years.
The fair value of the noncontrolling interest was determined by applying a lack of control discount of 16.7% to the implied fair value based on the total consideration paid for the 51% ownership.
The goodwill resulting from the acquisition of RFMi, which has been recorded in the RF Product segment, is attributed to synergies and other benefits that are expected to be generated from this transaction and is not deductible for income tax purposes. During the three and six months ended December 31, 2021, the Company recorded acquisition costs associated with the acquisition of RFMi totaling $0.1 million in “General and administrative expenses” in the Condensed Consolidated Statements of Operations.

Pro Forma Results
The following unaudited pro forma financial information summarizes the revenues for the three and six months ended December 31, 2021 and 2020, as if the acquisition had been completed as of July 1, 2020 (in thousands). The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. Pro-forma earnings were not materially different from reported results for the periods presented and thus have not been included.
Three Months Ended
December 31, Six Months Ended
December 31,
2021 2020 2021 2020

Unaudited
Unaudited Unaudited Unaudited
Revenues $ 3,735 $ 2,175 $ 7,417 $ 3,541
Note 8: Goodwill and Intangible Assets
Intangible assets consisted of the ~~following:~~following as of December 31, 2021 (in thousands):

Estimated
useful life December 31, 2017 June 30, 2017
Patents 15 years $ 168,541 $ 135,291
Customer relationships 14 years 81,773 81,773
Less: Accumulated amortization (20,173 ) (12,097 )
Subtotal 230,141 204,967
Trademarks 1,560 1,560
Intangible assets, net $ 231,701 $ 206,527
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Weighted
Average Useful
Life in Years
Goodwill $ 7,835 $ — $ 7,835 indefinite
Trademarks $ 1,569 $ (16 ) $ 1,553 5
Developed Technology $ 1,847 $ (88 ) $ 1,759 10
Customer Relationships $ 6,927 $ (72 ) $ 6,855 7
Total $ 18,178 $ (176 ) $ 18,002

~~The Company recorded amortization~~Intangible assets consisted of the following as of June 30, 2021 (in thousands):
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Weighted
Average Useful
Life in Years
Developed Technology $ 634 $ (62 ) $ 572 15

Amortization expense ~~of $4,161 and $1,762~~totaled $108 thousand for the three months ended December 31, ~~2017~~2021 and ~~2016, respectively.~~
~~The Company recorded amortization expense of $8,076 and $3,112~~$115 thousand for the six months ended December 31, ~~2017 and 2016, respectively.~~
~~The following table outlines estimated~~2021. Estimated future ~~annual~~ amortization expense of intangible assets for each of the next five fiscal years and ~~thereafter:~~thereafter are as follows (in thousands):

December 31,
2018 $ 17,077
2019 17,077
2020 17,077
2021 17,077
2022 17,077
Thereafter 144,756
$ 230,141
2022 $ 966
2023 $ 1,519
2024 $ 1,519
2025 $ 1,519
2026 $ 1,519
Thereafter $ 3,125
Total $ 10,167

Note 7.9. Accounts ~~payable~~Payable and ~~accrued expenses~~Accrued Expenses
Accounts payable and accrued expenses consisted of the following at December 31, ~~2017~~2021 and June 30, ~~2017:~~2021 (in thousands):
December 31, 2017 June 30, 2017
Accounts payable $ 1,054,169 $ 494,515
Accrued salaries and benefits 141,020 274,050
Accrued bonuses 362,589 —
Accrued stock-based compensation 678,116 399,157
Accrued capital expenditures 428,691 —
Other accrued expenses 362,746 168,646
Totals $ 3,027,331 $ 1,336,368
December 31,
2021 June 30,
2021
Accounts payable $ 1,818 $ 1,188
Accrued salaries and benefits 2,639 4,415
Accrued professional fees 226 49
Accrued utilities 131 127
Accrued goods received not invoiced 1,404 761
Other accrued expenses 502 414
Totals $ 6,720 $ 6,954
Note 10. Concentrations
~~Note 8. Derivative Liabilities~~
Vendors
Upon closing of the private placements on May 22, 2015 and June 9, 2015, the Company issued 298,551 and 26,099 warrants, respectively, to purchase the same number of shares of common stock with an exercise price of $1.50 and a five-year term to the placement agent. Upon closing of a private placement in April 2016, the Company issued 153,713 warrants to purchase the same number of shares of common stock with an exercise price of $1.60 and a five-year term to the placement agent. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement, requiring the Company to classify the warrantsVendor concentration as a ~~derivative liability.~~
~~During the year ended June 30, 2017, the Company amended the warrant agreements to eliminate the derivative feature. Upon execution~~percentage of ~~the revised agreements, a total of 471,697 warrants with a fair value of $2,200,219 were reclassified from liability to equity.~~
~~During~~purchases for the three months ended December 31, ~~2017~~2021 and ~~2016,~~2020 are as follows:
Three Months
12/31/2021 Three Months
12/31/2020
Vendor 1 - 13 %
Vendor 2 17 % -
Customers
Customer concentration as a percentage of revenue for the three months ended December 31, 2021 and 2020 are as follows:
Three Months
12/31/2021 Three Months
12/31/2020
Customer 1 - 18 %
Customer 2 22 % 29 %
Customer 3 - 32 %
Customer 4 - 15 %
Customer concentration as a percentage of revenue for the six months ended December 31, 2021 and 2020 are as follows:
Six Months
12/31/2021 Six Months
12/31/2020
Customer 1   -              22 %
Customer 2 - 10 %
Customer 3 27 % 44 %
Customer 4 - 12 %

Note 11. Equity
Equity Offering Program
The Company has in place an ATM Equity Offering^SMSales Agreement with BofA Securities, Inc. and Piper Sandler & Co. (the “Sales Agreement”), pursuant to which the Company ~~marked~~may sell from time-to-time shares of its common stock having an aggregate offering price of up to $100 million (the “Equity Offering Program”). As of December 31, 2021, the ~~derivative feature~~Company had sold an aggregate of $93.0 million of its shares in the ~~warrants to fair value and recorded a loss of $0 and $712,246, respectively, relating to~~Equity Offering Program.
The following table summarizes sales through the ~~change in fair value.~~Equity Offering Program during the six months ended December 31, 2021:
Three months ended Avg price
per share Number of
Shares Gross
Proceeds
(in millions) Offering
Expenses
(in millions) Net
Proceeds
(in millions)
September 30, 2021 $ 9.99 555,455 $ 5.5 $ 0.1 $ 5.4
December 31, 2021 $ 7.04 1,931,022 $ 13.6 $ 0.2 $ 13.4
Total $ 7.70 2,486,477 $ 19.1 $ 0.3 $ 18.8
Equity Incentive Plans
During the six months ended December 31, ~~2017 and 2016, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $0 and $869,462, respectively, relating to the change in fair value.~~
~~Note 9. Concentrations~~
For the three months ended December 31, 2017, no vendors represented greater than 10% of the Company’s purchases. For the three months ended December 31, 2016, two vendors represented 28% and 14% of the Company’s purchases.
For the six months ended December 31, 2017, no vendors represented greater than 10% of the Company’s purchases. For the six months ended December 31, 2016, two vendors represented 28% and 14% of the Company’s purchases.
~~Note 10. Stockholders’ Equity~~
~~Equity issuances~~
During the quarter ended December 31, 2017, the Company sold a total of 2,640,819 shares of its common stock at the $5.50 per share for aggregate gross proceeds of $14.5 million before deducting commissions and expenses of approximately $1.2 million. The proceeds of the offering will be used to fund development and commercialization of the Company’s technology, capital expenditures and general corporate expenditures. In addition to the commissions and expenses paid, the Company issued to the placement agents warrants to purchase 154,177 shares of the Company’s common stock. The warrants represent a cost of the offering, have a grant date fair value of $645,757 and are shown as an offset on the consolidated statements of changes in stockholders’ equity.

~~The fair values of the warrants were estimated at the dates of grant using a binomial option pricing model with the following weighted average assumptions:~~
~~Expected term (years)~~ ~~5.50~~
~~Risk-free interest rate~~ ~~2.12~~ %
~~Volatility~~ 69 %
~~Dividend yield~~ 0 %
During the quarter ended December 31, 2017, the Company also issued 542,450 shares of its common stock to investors in the Company’s private placement offering that closed in May 2017. These issuances were made pursuant to the price-protection provisions granted to such investors in their subscription agreements.
~~Stock incentive plans~~
~~During the six months ended December 31, 2017,~~2021, the Company granted employees ~~and directors~~ options to purchase ~~1,006,859~~an aggregate of approximately 0.6 million shares of common stock. The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following ~~weighted average~~ assumptions:
~~Exercise price~~ ~~$6.24 – $7.12~~
~~Expected term (years)~~ ~~4.00 – 7.00~~
~~Risk-free interest rate~~ ~~1.72 – 2.10~~ %
~~Volatility~~ ~~70 - 88~~ %
~~Dividend yield~~ 0 %
Expected term: The Company’s expected term is based on the period the options are expected to remain outstanding. The Company estimated this amount utilizing the “Simplified Method” in that the Company does not have sufficient historical experience to provide a reasonable basis to estimate an expected term.

Six Months
Ended
December 31,
2021
Exercise price $ 6.76 –10.15
Expected term (years) 4.75 – 5.00
Volatility 66-67 %
Risk-free interest rate 0.76%–1.14 %
Dividend yield 0 %
Weighted Average Grant Date Fair Value of Options granted during the period $ 5.23
~~Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant.~~
~~Volatility: The Company calculates the expected volatility of the stock price using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market.~~
~~Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.~~
~~The following is a summary of the option activity:~~
Options
Weighted
Average
Exercise
Price

Outstanding - June 30, 2017 160,000 $ 1.50
Exercisable - June 30, 2017 80,000 $ 1.50
Granted 1,006,859 6.74
Exercised — —
Forfeited/Cancelled — —
Outstanding – December 31, 2017 1,166,859 $ 6.02
Exercisable – December 31, 2017 80,000 $ 1.50
As of December 31, 2017, the total intrinsic value of options outstanding and exercisable was $756,800 and $378,400, respectively. As of December 31, 2017, the Company has approximately $3.8 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of 2.94 years.
For the three months ended December 31, 2017 and 2016, the Company recorded $466,177 and $7,040, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations.
For the six months ended December 31, 2017 and 2016, the Company recorded $484,840 and $14,080, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations.
~~Issuance of restricted shares - employees and consultants~~
Restricted stock awards are considered outstanding at the time of execution by the Company and the recipient of a restricted stock agreement, as the holders of such restricted stock award are entitled to dividend and voting rights. As of December 31, 2017, the number of shares granted for which the restrictions have not lapsed was 1,023,506 shares.
The Company recognizes the compensation expense for all share-based compensation granted based on the grant date fair value for directors and employees and the reporting period remeasured fair value for consultants. Share-based compensation expense is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The fair value of the award is recorded as share-based compensation expense over the respective restricted period. Any portion of the grant awarded to consultants, directors, employees, and other service providers as to which the repurchase option has not lapsed is accrued on the condensed consolidated balance sheet as a component of accounts payable and accrued expenses. As of December 31, 2017 and June 30, 2017, the accrued stock-based compensation was $678,116 and $399,157, respectively. The Company has the right to repurchase some or all of such shares in certain circumstances upon termination of the recipient’s service with the Company, for up to 60 months from the date of termination (“repurchase option”). The shares as to which the repurchase option has not lapsed are subject to forfeiture upon certain terminations of consulting and employment relationships.
In September 2015, the Company amended the original restricted stock award agreement for certain award recipients. Pursuant to the amendment, 75% of the shares as to which the repurchase option had not lapsed as of September 30, 2015 were released from the repurchase option on the third anniversary of the original effective date of the respective agreements. The remaining 25% of the shares will be released from the repurchase option on the fourth anniversary of the original effective date.
Unvested restricted stock awards granted under the Akoustis, Inc. 2014 Stock Plan (the “2014 Plan”) and the Akoustis Technologies, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) are subject to repurchase options upon certain terminations of the respective recipient’s service with the Company. Under the terms of the respective award agreements, repurchases will generally be made for no value or for par value. In connection with the resignations of two employees, the Company delivered notices to such employees in September 2017, notifying them that the Company would repurchase an aggregate 58,152 shares of restricted stock from them pursuant to the terms of their respective award agreements. The Company completed these repurchases during the second quarter of fiscal 2018.

~~The following is a summary of restricted stock units (“RSU’s”) and restricted stock awards (“RSA’s”):~~
Grant Date
Shares
Issued

Fair
Value (1)

Shares
Vested

June 2014 (RSA) 307,876 $ 483,284 247,111
July 2014 (RSA) 32,408 48,612 24,306
August 2014 (RSA) 81,020 121,179 63,296
September 2014 (RSA) 129,633 196,313 121,531
March 2015 (RSA) 72,919 378,109 18,230
October 2015 (RSA) 293,000 411,000 146,500
November 2015 (RSA) 36,200 54,300 18,100
December 2015 (RSA) 300,000 105,000 247,500
January 2016 (RSA) 40,000 68,000 10,000
March 2016 (RSA) 60,000 — 60,000
June 2016 (RSA) 118,000 533,160 45,000
August 2016 (RSA) 351,000 1,218,110 40,000
January 2017 (RSA) 192,000 1,153,951 25,000
February 2017 (RSA) 110,000 697,500 —
March 2017 (RSA) 20,000 — —
September 2017 (RSA) 111,000 790,320 —
September 2017 (RSU) 253,000 1,796,910 —
October 2017 (RSU) 301,000 1,872,220 —
November 2017 (RSU) 97,494 608,362 —
December 2017 (RSU) 120,000 775,800 —

3,026,550 $ 11,312,130 1,066,574
~~(1)~~ ~~The fair value of the restricted stock awards as shown above is based on either the balance sheet date for consultants or grant date for employees.~~
In relation to the above restricted stock agreements for the three months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense for the shares that have vested of $931,894 and $1,536,602, respectively.
In relation to the above restricted stock agreements for the six months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense for the shares that have vested of $1,450,226 and $2,233,782, respectively.
~~As of December 31, 2017, the Company had approximately $7.0 million in unrecognized stock-based compensation expense related to the unvested shares.~~
~~Note 11. Commitments~~
~~Operating leases~~
The Company leases two office locations in Huntersville, NC pursuant to five- and three-year lease agreements. The three-year lease agreement expires in April 2018. The operating leases provide for annual real estate tax and cost of living increases and contain predetermined increases in the rentals payable during the terms of the leases. The aggregate rent expense is recognized on a straight-line basis over the lease term. The total lease rental expense was $51,718 and $28,404 for the six months ended December 31, 2017 and 2016, respectively. The total lease rental expense was $34,611 and $14,202 for the three months ended December 31, 2017 and 2016, respectively.

The Company currently leases equipment for its Canandaigua, NY facility on a month-to-month basis. The original lease agreement had a three-month term beginning on June 16, 2017. The aggregate rent expense is recognized on a straight-line basis over the lease term. The total lease rental expense was $70,087 and $0 for the six months ended December 31, 2017 and 2016, respectively. The total lease rental expense was $35,087 and $0 for the three months ended December 31, 2017 and 2016, respectively.
~~Real Estate Contingent Liability~~
In connection with the acquisition of the STC-MEMS Business, the Company agreed to pay to FRMC a penalty, as set forth below, if the Company sells the property subject to the related Definitive Real Property Purchase Agreement within three (3) years after the date of such agreement for an amount in excess of $1,750,000, subject to certain enumerated exceptions. The penalty imposed shall be equivalent to the amount that the sales price of the property exceeds $1,750,000 up to the maximum penalty (“Maximum Penalty”) defined below:
Maximum Penalty
Year 1 $ 5,960,000
Year 2 $ 3,973,333
Year 3 $ 1,986,667
The fair value of the contingent liability was calculated by an independent third-party appraisal firm, utilizing a present value calculation based on the probability the Company sells the property triggering the contingent penalty and a discount rate of 16.1%. The 16.1% discount rate was derived from a weighted average cost of capital, modified to include the effects of the bargain purchase price. As of December 31, 2017 and June 30, 2017, the fair value of the contingent liability was $1,809,847 and $1,730,542, respectively. During the three months ended December 31, 2017 and 2016, the Company marked the contingent liability to fair value and recorded a loss of $79,305 and $0, respectively, relating to the change in fair value. During the six months ended December 31, ~~2017 and 2016,~~2021 the Company ~~marked the contingent liability to~~awarded certain employees and directors grants of an aggregate of approximately 0.9 million restricted stock units (“RSUs”) with a weighted average grant date fair value of $9.23. The RSUs will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service. If the service criteria are satisfied, the RSUs will generally vest over 4 – 5 years.

Compensation expense related to our stock-based awards described above was as follows (in thousands):
Three Months Ended
December 31, Six Months Ended
December 31,
2021 2020 2021 2020
Research and Development $ 1,716 $ 928 $ 2,948 $ 1,942
General and Administrative 1,184 1,138 2,300 2,151
Total $ 2,900 $ 2,066 $ 5,248 $ 4,093
Unrecognized stock-based compensation expense and ~~recorded a loss of $79,305 and $0, respectively, relating~~weighted-average years to ~~the change in fair value.~~be recognized are as follows (in thousands):

As of December 31, 2021
Unrecognized
stock-based
compensation Weighted-
average years
to be recognized
Options $ 4,082 2.53
Restricted stock units $ 12,271 2.37
Note 12. ~~Related Party Transactions~~Commitments and Contingencies
Leases
The Company leases office space and office equipment in Huntersville, NC as well as equipment in Canandaigua, NY. Our leases have remaining lease terms of up to five years, some of which include options to extend the leases for up to twenty-four months. Following adoption of ASC 842, lease expense excludes capital area maintenance and property taxes.
The components of lease expense were as follows:
Three
Months Ended
December 31,
2021 Three
Months Ended
December 31,
2020
Six
Months Ended
December 31,
2021

Six
Months Ended
December 31,
2020

Operating Lease Expense $ 82 $ 75 $ 157 $ 150
Supplemental balance sheet information related to leases was as follows (in thousands):
Classification on the
Condensed Consolidated
Balance Sheet December 31,
2021 June 30,
2021
Assets
Operating lease assets Other non-current assets $ 389 $ 471

Liabilities
Other current liabilities Current liabilities 291 270
Operating lease liabilities Other non-current liabilities 94 202

Weighted Average Remaining Lease Term:
Operating leases 1.25 1.76

Weighted Average Discount Rate:
Operating leases 11.9 % 12.5 %

~~Consulting Services~~
The following table outlines the minimum future lease payments for the next five years and thereafter, (in thousands):
For the year ending June 30,
2022 $ 176
2023 231
2024 7
2025 —
Thereafter —
Total lease payments (undiscounted cash flows) 414

Less imputed interest (29 )
Total $ 385
Ontario County Industrial Development Authority Agreement
~~AEG Consulting,~~On February 27, 2018, the Company entered into a ~~firm owned by one~~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 ~~Co-Chairmen~~State of New York (the “OCIDA”). Pursuant to the Agreements, the Company leases for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA leases the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the ~~Company’s Board~~Agreements, which expire on December 31, 2028. In addition, subject to the terms of ~~Directors received $10,245~~the Lease and ~~$8,100~~Project Agreement, certain purchases and leases of eligible items will be exempt from the imposition of sales and use taxes. Subject to the terms of the Lease and Project Agreement, the OCIDA has also granted to the Company an exemption from certain mortgage recording taxes for ~~consulting fees~~one or more mortgages securing an aggregate principal amount not to exceed $12.0 million, or such greater amount as approved by the OCIDA in its sole and absolute discretion. The benefits provided to the Company pursuant to the terms of the Lease and Project Agreement are subject to claw back over the life of the Agreements upon certain recapture events, including certain events of default.
Litigation, Claims and Assessments
On October 4, 2021, the Company and its subsidiary, Akoustis, Inc., were named as defendants in a complaint filed by Qorvo, Inc. in the United States District Court for the ~~six months ended December 31, 2017~~District of Delaware alleging, among other things, patent infringement, false advertising, false patent marking, and ~~2016, respectively. On September 27, 2017,~~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 the certain of the plaintiff’s patents. The plaintiff seeks an injunction enjoining the defendants from the alleged infringement and damages, including punitive and statutory enhanced damages, in an unspecified amount. The Company believes this lawsuit is without merit and intends to defend against it vigorously. However, it can provide no assurance as to the outcome of such dispute, and such action may result in judgments against the Company ~~granted the Co-Chairman restricted stock units~~ for ~~5,000 shares of~~an injunction, significant damages or other relief, such as future royalty payments to Qorvo, Inc. Even if ultimately settled or resolved in the Company’s ~~common stock with a fair value on the grant date~~favor, this action may result in significant expenses, diversion of ~~$35,600,~~management and ~~stock options to purchase 10,000 shares of~~technical personnel attention and disruptions and delays in the Company’s ~~common stock with~~business, all of which could have a ~~fair value~~material adverse effect on ~~the grant date~~its business, financial condition and results of $46,292 for consulting services provided by AEG Consulting. Both awards vest 25% on each of the first four anniversaries of the grant date. The options carry an exercise price of $7.12 and have an expiration period of 7 years.operations.

On September 27, 2017, the Company granted a restricted stock award of 11,000 shares of the Company’s common stock with a fair value on the grant date of $78,320 to a director for board advisory services provided from January 2017 to June 2017, prior to the director’s appointment to the Board of Directors on July 14, 2017. The award vests 25% on each of the first four anniversaries of the grant date.
~~Private Placement~~
On November 14, 2017, certain members of the Company’s Board of Directors purchased shares of the Company’s Common Stock at a price of $5.50 per share in a private placement. One of the Company’s Co-Chairmen purchased 154,545 shares at a price of $5.50 per share for an aggregate purchase price of $849,998. The other Co-Chairman purchased 1,818 shares at a price of $5.50 per share for an aggregate purchase price of $9,999. Three additional members of the Company’s Board of Directors each purchased 5,454 shares at a price of $5.50 per share for an aggregate purchase price of $29,997 for each such Board member.
On December 1, 2017 a brother of the Company’s Chief Executive Officer purchased 12,000 shares of the Company’s common stock in a private placement at a price of $5.50 per share for an aggregate purchase price of $66,000.
Note 13. 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 ~~two~~2 segments, Foundry Fabrication Services, which consists of engineering review services and STC-MEMS foundry ~~services;~~services, and RF ~~Filters~~Product, which consists of amplifier and filter product sales, and grant revenue. The Company records all general and administrative costs in the RF Product segment.
The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the three and six months ended December 31, ~~2017~~2021 and ~~2016~~2020 are as follows (in thousands):
Foundry/
Fabrication
Services RF Product Total
Three months ended December 31, 2021
Revenue with customers $ 384 $ 3,288 $ 3,672
Cost of revenue 377 4,172 4,549
Gross margin 7 (884 ) (877 )
Research and development — 9,192 9,192
General and administrative — 5,146 5,146
Income (Loss) from Operations $ 7 (15,222 ) (15,215 )

Three months ended December 31, 2020
Revenue with customers $ 670 $ 638 $ 1,308
Cost of revenue 350 2,252 2,602
Gross margin 320 (1,614 ) (1,294 )
Research and development — 5,566 5,566
General and administrative — 3,361 3,361
Income (Loss) from Operations $ 320 (10,567 ) (10,221 )

Six months ended December 31, 2021
Revenue with customers $ 796 $ 4,744 $ 5,540
Cost of revenue 947 6,504 7,451
Gross margin (151 ) (1,760 ) (1,911 )
Research and development — 17,166 17,166
General and administrative — 9,022 9,022
Income (Loss) from Operations $ (151 ) (27,948 ) (28,099 )

Six months ended December 31, 2020
Revenue with customers $ 727 $ 1,217 $ 1,944
Cost of revenue 403 3,848 4,251
Gross margin 324 (2,631 ) (2,307 )
Research and development — 11,946 11,946
General and administrative — 6,288 6,288
Income (Loss) from Operations $ 324 (20,865 ) (20,541 )

As of December 31, 2021
Accounts receivable $ 365 $ 2,137 $ 2,502

As of June 30, 2021
Accounts receivable $
242
$
928
$ 1,170

Note 14. 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 six months ended December 31, 2021 and December 31, 2020 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.
The Company had the following common stock equivalents at December 31, 2021 and 2020:
December 31,
2021 December 31,
2020
Convertible Notes — 4,960,800
Options 2,981,627 2,589,719
Warrants 158,759 359,570
Total 3,140,386 7,910,089
Note 15. Income Taxes
On October 15, 2021, the Company acquired a majority ownership position in RFMi, a fabless supplier of acoustic wave RF resonators and filters. The Company acquired a 51% ownership interest in RFMi from Tai-Saw Technology Co., Ltd. (“TST”) in exchange for $6.0 million in cash and approximately $2.5 million payable of common stock of the Company. The Company’s preliminary allocation of purchase price for this acquisition is included in Note 7 – Business Acquisition, and includes an approximately $2.0 million deferred tax liability related to the acquired identifiable intangible assets. AKTS and RFMi will not file a consolidated tax return. Therefore, the valuation allowance remains in place on the net AKTS deferred tax assets.
Note 16. 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:

Foundry Fabrication Services �� RF Filters Total

Three months ended December 31, 2017
Revenue $ 291,833 $ 5,488 $ 297,321
Grant revenue — 147,232 147,232
Cost of revenue 329,556 280 329,836
Gross margin (37,723 ) 152,440 114,717
Research and development — 3,473,031 3,473,031
General and administrative — 2,189,904 2,189,904
Loss from Operations $ (37,723 ) $ (5,510,495 ) $ (5,548,218 )

Three months ended December 31, 2016
Revenue $ — $ 159,068 $ 159,068
Cost of revenue — — —
Gross margin — 159,068 159,068
Research and development — 775,984 775,984
General and administrative — 2,066,768 2,066,768
Loss from Operations $ — $ (2,683,684 ) $ (2,683,684 )

Foundry Fabrication Services RF Filters Total

Six months ended December 31, 2017
Revenue $ 589,733 $ 8,528 $ 598,261
Grant revenue — 147,232 147,232
Cost of revenue 522,585 480 523,065
Gross margin 67,148 155,280 222,428
Research and development — 6,477,396 6,477,396
General and administrative — 4,022,526 4,022,526
Loss from Operations $ 67,148 $ (10,344,642 ) $ (10,277,494 )

Six months ended December 31, 2016
Revenue $ — $ 159,068 $ 159,068
Cost of revenue — — —
Gross margin — 159,068 159,068
Research and development — 1,428,560 1,428,560
General and administrative — 3,330,011 3,330,011
Loss from Operations $ — $ (4,599,503 ) $ (4,599,503 )

As of December 31, 2017
Accounts receivable $ 296,909 $ 1,888 $ 298,797
Property and Equipment 424,174 12,475,463 12,899,637
As of June 30, 2017
Accounts receivable $ — $ — $ —
Property and Equipment 424,174 7,575,651 7,999,825
Level 1: Observable prices in active markets for identical assets and liabilities.

~~Note 14.~~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.
The following table sets forth a summary of the changes in the fair value of Level 3 contingent consideration that are measured at fair value on a recurring basis:
Contingent consideration December 31,
2021 December 31,
2020
Beginning balance $ — $       —
Initial fair value of contingent consideration 1,082 —
Change in fair value of contingent consideration — �� —
Ending balance $ 1,082 $ —
The fair value of contingent consideration liabilities that was classified as Level 3 in the table above was estimated using a Monte Carlo simulation in an option pricing framework with significant inputs that are not observable in the market and thus represents 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 assessments of expected future sales revenue of RFMi products in each of calendar year 2022 and 2023 and the volatility of those revenues, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreements. 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.
Note. 17. Subsequent Events

The Company ~~has evaluated~~performed a review of events subsequent ~~events~~to the balance sheet date through the date ~~of issuance of these~~the financial statements were issued and ~~has~~ determined that there ~~have been~~were no ~~subsequent~~such events ~~which require accounting~~requiring recognition or disclosure ~~through such date.~~in the financial statements.

~~ITEM 2.~~ ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~
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, Akoustis, Inc. and Akoustis Manufacturing New York, Inc., each of which are Delaware corporations.~~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,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may ~~be intended to~~ 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)~~(“RF”) filters, (ii) ~~a projection~~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 ~~(SEC)~~(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 ~~(iii)~~(v) above.

~~The forward-looking~~
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 ~~ability~~inability to ~~continue~~obtain adequate financing and sustain our status as a going concern; ~~our inability to obtain adequate financing;~~ our limited operating history; our inability to generate revenues or achieve profitability; the results of our research and development ~~(R&D)~~(“R&D”) activities; our inability to achieve acceptance of our products in the market; the impact of the COVID-19 pandemic on our operations, financial condition and the worldwide economy, including its impact on our ability to access the capital markets; general economic conditions, including upturns and downturns in the industry; shortages in supplies needed to manufacture our products, or needed by our customers to manufacture devices incorporating our products; 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 that, regardless of merit, could result in significant expense and loss of our intellectual property rights; our inability to attract and retain qualified personnel; the outcome of current and any future litigation; our inability to attract and retain qualified personnel; our reliance on third parties to complete certain processes in connection with the manufacture of our products; product quality and defects; existing or increased competition; our ability to market and sell our products; our inability to successfully ~~integrate~~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 inability to successfully scale our New York wafer fabrication facility and related operations ~~into~~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 our business acquisitions (including the acquisition of RFM Integrated Device, Inc. (“RFMi”) 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’ (including RFMi’s) 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 China; any security breaches, cyber-attacks or other disruptions compromising our proprietary information and exposing us to liability; our failure to innovate or adapt to new or emerging technologies; our failure to comply with regulatory requirements; results of any arbitration or litigation that may arise; stock volatility and illiquidity; our failure to implement our business plans or strategies; ~~our failure to remediate the material weakness in our internal control over financial reporting;~~ and our failure to maintain ~~the Trusted Foundry accreditation of our New York wafer fabrication facility.~~effective internal control over financial reporting.

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 20, 2017~~August 21, 2021 (the ~~“2017~~“2021 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.

Overview

~~Akoustis~~Akoustis® is an ~~early-stage~~emerging commercial product company focused on developing, designing, and manufacturing innovative RF filter ~~products~~solutions for the ~~mobile~~ wireless ~~device~~ industry, including for products such as smartphones and tablets, ~~cellular~~network infrastructure equipment, Wi-Fi Customer Premise Equipment (“CPE”) and ~~WiFi premise equipment.~~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 ~~RF front-end (RFFE)~~RFFE is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. ~~To construct the resonators that are the building blocks for the RF filter, we~~We have developed a ~~fundamentally new single-crystal~~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 and defense bands using our proprietary resonator device ~~technology that~~models and product design kits (PDKs). As we ~~refer~~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 and defense bands. We expect our filter solutions will address problems (such as ~~BulkONE®. Filters are critical in selecting~~loss, bandwidth, power handling, and ~~rejecting signals, and their performance enables differentiation~~isolation) created by the growing number of frequency bands in the ~~modules defining the RFFE.~~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 majority-owned subsidiary, RFMi, we make sales of complementary SAW resonators, RF filters, crystal (Xtal) resonators and oscillators, and ceramic products.

We ~~believe owning~~own and/or have filed applications for patents on the core resonator device technology, manufacturing facility and ~~manufacturing~~intellectual property (“IP”) necessary to produce our ~~designs~~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 ~~effective~~efficient means of delivering our solutions to the market. ~~Furthermore, our~~
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, ~~emerging~~ 5G, Wi-Fi, and ~~WiFi frequency bands. While~~defense applications. Although some of our target customers utilize or ~~make~~manufacture the RFFE module, ~~several customers~~they may lack access to critical ~~high-band~~UHB filter technology that we produce, which is necessary to compete in ~~high-band applications~~high frequency applications.
Manufacturing. We currently manufacture Akoustis’ high-performance RF filter circuits, using our first generation XBAW^® wafer process, in our 120,000-square foot wafer- manufacturing facility located in Canandaigua, New York (the “NY Facility”), which we acquired in June 2017. RFMi products are manufactured by a third party and ~~other traditional surface-mode solutions where higher power performance is required. We intend~~sold either directly to ~~design, manufacture,~~consumers or sold and ~~market~~shipped with Akoustis products.
Intellectual Property. As of January 17, 2022, our IP portfolio included 56 patents, including a blocking patent that we have licensed from Cornell University. Additionally, as of January 17, 2022, we have 93 pending patent applications. These patents cover our XBAW^® RF filter technology from raw materials through the system architectures.
By designing, manufacturing, and marketing our RF filter products to ~~multiple~~ mobile phone ~~original equipment manufacturers (OEMs), cellular~~OEMs, defense OEMs, network infrastructure OEMs, and ~~WiFi router customers and~~Wi-Fi CPE OEMs, we seek to enable broader competition among the front-end module manufacturers. ~~We plan to operate as a “pure-play” RF filter supplier and align with the front-end module manufacturers who seek to acquire high performance filters to grow their module business.~~

We

Since we own and/or have built prototype resonators using our proprietary single-crystal materials. We are currently optimizing our BulkONE® technology in our 120,000-square foot wafer-manufacturing plant located in Canandaigua, New York, which we acquired in June 2017. We leverage both federal and state level, non-dilutive R&D grants to support development and commercialization of our technology. We are developing resonatorsfiled applications for ~~4G/LTE, emerging 5G, and WiFi bands and~~patents on the associated proprietary models and design kits required to design our RF filters. As we stabilize the wafer process technology, we plan to engage with strategic customers to evaluate our filter prototypes. Our initial designs will target high-band 4G/LTE, emerging 5G, and WiFi frequency bands. Since Akoustis owns its core technology and ~~controls~~control access to ~~its~~our intellectual property, we expect to offer several ways to engage with potential customers. First, we ~~could~~intend to engage with ~~the mobile~~multiple wireless ~~market,~~markets, providing standardized filters that we design and offer as a standard catalog ~~component to multiple customers.~~components. Second, we ~~could start with a~~expect to deliver unique filters to customer-supplied ~~filter specification,~~specifications, which we will design and fabricate ~~for~~on a ~~specific customer.~~customized basis. Finally, we ~~could~~may offer our models and design kits for our customers to design their own ~~filter into~~filters utilizing our proprietary technology.

We have earned minimal revenue from operations since inception, and we have funded our operations primarily with ~~contract research~~development contracts, RF filter and production orders, government grants, foundry and engineering services, and sales of ~~our~~debt and equity ~~securities, and debt. We have~~securities. The Company has incurred losses, ~~totaling approximately $26.7 million from inception through December 31, 2017. These losses are~~ primarily the result of material and ~~material~~ processing costs associated with developing and commercializing our technology, as well as personnel costs, professional fees (primarily accounting and legal), and other general and administrative (“G&A”) expenses. 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 ~~designs.~~ design solutions.

~~Plan of Operation~~
We plan to commercialize our technology by designing and manufacturing single-band and multi-band BAW RF filter solutions in our New York wafer fabrication facility. 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 to support 4G/LTE, emerging 5G, and WiFi. We have prototyped our first single-band low-loss BAW filter designs for 4G/LTE frequency bands, which are dominated by competitive BAW solutions and historically cannot be addressed with low-band, lower power handling surface acoustic wave (SAW) technology. During the second half of calendar 2017 we sampled filter product prototypes to prospective customers that cover LTE-Band 41, Radar and 5GHz WiFi applications. As we receive customer evaluations, we will do further iterations on the designs and provide next generation samples for evaluation and characterization.
~~In order to~~To succeed, we must convince mobile phone OEMs, RFFE module manufacturers, ~~cellular~~network infrastructure OEMs, Wi-Fi CPE OEMs and ~~WiFi router OEMs~~defense customers to use our ~~BulkONE®~~XBAW^®filter technology in their systems and modules. However, since there are ~~only~~ 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 pure-play filter company.

Once we complete customer validation of our technology, we expect to complete qualification of our BulkONE® process technology in the first half of calendar 2018 to support an initial product family of 4G/LTE, and WiFi filter solutions. Once we have stabilized our process technology in a manufacturing environment, we intend to complete a production release of our high-band filter products in the frequency range from 2.5 GHz to 6.0 GHz. The target frequency bands will be prioritized based upon customer priority. We expect this will require recruiting and hiring additional personnel and capital investments.

We plan to pursue RF filter design and R&D development agreements and potentially joint ventures with target customers and other strategic ~~partners.~~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 technology, intellectual property, designs, and related improvements. We expect to pursue development of catalog designs for multiple customers and to offer such catalog products in multiple sales channels.

AsImpact of ~~February 1, 2018,~~COVID-19 on our Business
Although the ~~Company had $9.7 million~~ultimate impact of ~~cash~~the COVID-19 pandemic on our business is unknown, in an effort to protect the health and ~~cash equivalents to fund our operations, including R&D, commercialization~~safety of our ~~technology, development~~employees, we have taken proactive, precautionary action and adopted social distancing measures, daily self-health attestations, and mandatory mask policies at our locations, including when warranted by state and local guidelines, the implementation of new staffing plans in our ~~patent strategy~~facilities whereby certain employees work remotely and ~~expansion~~the remaining on-site force is divided into multiple shifts or segregated in different parts of ~~our patent portfolio,~~the facility. Our actions continue to evolve in response to new government measures and scientific knowledge regarding COVID-19. In an effort to contain COVID-19 or slow its spread, governments around the world have also enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. These measures have impacted the method and timing of certain business meetings and deliverables to certain customers, as well as to provide working capital and funds for other general corporate purposes. These funds are expected to be sufficient to fund our operations into the first quarter of fiscal 2019. However, there is no assurance that the Company’s projections and estimates are accurate. Our anticipated expenses include employee salaries and benefits, compensation paid to consultants, capital costs for research and other equipment, costs associated with development activities (including travel and administration), costs associated with the integration and operation of our New York wafer fabrication facility and related operations, legal expenses, sales and marketing costs, G&A expenses, and other costs associated with an early stage, public technology company. We anticipate increasing the number of employees; however, this is highly dependent on the nature of our development efforts, our success in commercialization, and our ability to ~~source additional funds.~~obtain certain materials, equipment and services from suppliers.
These actions and the global health crisis caused by COVID-19 have negatively impacted business activity across the globe. We have observed declining demand and price reductions in the electronics industry as business and consumer activity has decelerated. Additionally, we have observed delays 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. When COVID-19 is demonstrably contained, we anticipate ~~adding~~a rebound in economic activity, depending on the rate, pace, and effectiveness of the containment efforts deployed by various national, state, and local governments; however, the timing and extent of any such rebound is uncertain.

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, ~~for R&D in both~~customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the ultimate effects any such alterations or modifications may have on our ~~New York~~business, including the effects on our customers, employees, and ~~North Carolina facilities, as well as G&A functions, to support~~prospects, or on our ~~efforts. We expect capital expenditures to be approximately $5.93 million~~financial results for the ~~purchase~~remainder of ~~equipment and software during the next 12 months, and we are currently investigating the feasibility of using debt facilities, equipment leases,~~fiscal year 2022 or ~~government grants to fund all or part of the purchase of the equipment.~~ beyond.

~~The amounts we actually spend~~Recent Developments
On October 13, 2021, Akoustis announced that it had received a design win and increased volume shipments of its 5.5 GHz and 6.5 GHz XBAW™ filters to a tier-1 Wi-Fi 6E original equipment manufacturer.
On October 14, 2021, Akoustis announced that it was entering the timing control market with ultra-high frequency XBAW™ resonators.
On October 18, 2021, Akoustis announced that it was acquiring a majority position in RFMi, a fabless supplier of acoustic wave resonators and filters.
On November 3, 2021, Akoustis announced that it had engaged with a third mobile customer, a RF front-end module maker.
On November 16, 2021, Akoustis announced that it had received a Wi-Fi 6E design win for ~~any specific purpose may vary significantly and will depend on~~ a ~~number of factors, including, but not limited to, the pace of progress of our commercialization and development efforts, actual needs with respect to~~MU-MIMO gateway product ~~testing, R&D, market conditions, changes in or revisions to our marketing strategies, and the integration of our New York wafer fabrication facility and related operations into our business.~~from a new customer.

~~Commercial development of~~On December 16, 2021, Akoustis announced that it had received a purchase order from a new technology, by its nature, is unpredictable. Although we will undertake development efforts with commercially reasonable diligence, there can be no assurance that our current cash position will be sufficient to enable us to commercialize our technology to the extent needed to create future sales to sustain operations. If our current cash is insufficient for these purposes, we are unable to source additional funds on terms acceptable to the Company (or at all), or we experience costs in excess of estimates to continue our R&D plan, it is possible that we would not have sufficient resources to continue as a going concern and we may be required to curtail or suspend our operations. Even if we are able to source sufficient funds to continue as a going concern, our technology may not be accepted, we may never earn revenues sufficient to support our operations, and we may never be profitable.tier-1 5G mobile customer.

Critical Accounting Policies

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 ~~2017~~2021 Annual Report.

Results of Operations

Three Months Ended December 31, ~~2017~~2021 and ~~2016~~2020

Revenue

The Company recorded revenue of $444,553 during the three months ended December 31, 2017, of which $291,833 was revenue for foundry services provided at our New York facility, acquired on June 26, 2017. The remaining revenue consisted primarily of grant revenue. The Company recorded revenue of $159,068 in the comparative three-month period ended December 31, 2016, primarily consisting of grant revenue.
~~Cost of Revenue~~
The Company recorded cost of revenue of $329,836 for the three months ended December 31, 2017 which included direct labor, direct materials and facility costs associated with the foundry services revenue. The Company did not record any cost of revenue for the comparative three-month period of 2016.
~~Operating Expenses~~
Total operating expenses for the three-month period ended December 31, 2017 were $5.7 million and included R&D expenses of $3.5 million and G&A expenses of $2.2 million. Total operating expenses for the three-month period ended December 31, 2016 were $2.8 million and included R&D expenses of $0.8 million and G&A expenses of $2.0 million.
~~Research and Development Expenses~~
~~R&D expenses of $3.5~~$3.7 million for the three months ended December 31, 2017 were comprised primarily of salaries and wages for R&D personnel of $1,116,000, stock-based compensation of $831,000, material and third-party processing costs of $220,000, facility costs of $1,078,000, and depreciation of $164,000. R&D expense for the three months ended December 31, 2016 was $0.8 million. The period over period increase was $2.7 million, or 348%. The higher spend was due2021 as compared to the increase in salaries and wages for the assumed R&D personnel in our recently acquired NY fabrication facility, as well as incremental R&D hires made since the closing of the acquisition. In addition, we saw an increase of $562,000, or 209%, in stock-based compensation associated with R&D personnel due to restricted stock grants made to personnel hired since December 31, 2016 and additional issuances to personnel on the payroll as of December 31, 2016. Facility costs of $1,078,000 were associated with the NY facility acquired in June 2017 and include utilities of $207,000, repair and maintenance costs of $408,000, and supplies and parts costs of $463,000. Depreciation expense of $164,000 was higher over the comparative period by $152,000, mainly due to higher deprecation recorded for assets included in the NY facility acquisition.
~~General and Administrative Expense~~
~~G&A expenses were $2.2~~$1.3 million for the three months ended December 31, ~~2017, as compared~~2020. The increase of $2.4 million was primarily due to ~~$2.0~~an increase in RF product revenue of $2.8 million or 633%, which includes revenue from sales of RFMi products. Partially offsetting this increase was a decrease in non-recurring engineering services of $0.4 million.
Cost of Revenue
Cost of revenue includes direct labor, material, net realizable value (NRV) adjustments, and facility costs primarily associated with foundry services revenue, manufacturing of filter products and engineering services. The Company recorded cost of revenue of $4.5 million for the three months ended December 31, 2016, an increase of $123,000, or 6%. G&A expense for the quarter was comprised primarily of salary and wages of $526,000, stock-based compensation of $648,000, professional fees (primarily legal and accounting) of $429,000, recruiting fees of $120,000, depreciation of $73,000, and travel of $82,000. We recorded an increase of $269,000, or 105%, in salaries and wages due2021 as compared to the onboarding of new administrative personnel since December 31, 2016. Stock-based compensation of $648,000 decreased from the comparative period by $627,000, or 49%. Professional fees increased by $85,000, or 25%, mainly for accounting fees due to costs associated with the valuation of the NY fabrication facility and the fees for the review and audit of the associated filings. Travel expense for G&A personnel increased by $39,000, or 89%, due to increased travel to the NY facility for transition activities, as well as increased travel associated with investor conferences and customer outreach.
~~Net Loss~~
~~The Company recorded a net loss of $5.5~~$2.6 million for the three months ended December 31, ~~2017, compared~~2020. The $1.9 million increase is primarily due to ~~a net loss~~costs associated with RF product revenue which increased by $2.0 million, which includes cost of ~~$3.4~~revenue from sales of RFMi products.
Research and Development Expenses
R&D expenses were $9.2 million for the three months ended December 31, ~~2016. The primary drivers~~2021 and were $3.6 million, or 65.1% higher than the prior year amount for the same period of ~~the additional loss of $2.1~~$5.6 million. Personnel costs, including stock-based compensation, were $5.3 million ~~were higher personnel cost primarily~~compared to $3.0 million in the NY facility acquired on June 26, 2017 (higher by $1.1 million), higher depreciation and facility costs of $224,000 and $1,072,000, respectively, both mainly due to the ramp up of R&D activities and the acquisition of our NY facility in June 2017.

~~Six Months Ended December 31, 2017 and 2016~~
~~Revenue~~
The Company recorded revenue of $745,493 during the six months ended December 31, 2017, of which $589,733 was revenue for foundry services provided at our New York facility, acquired on June 26, 2017. The remaining revenue consisted primarily of grant revenue. The Company recorded revenue of $159,068 in the comparative six-monthprior year period, ~~ended December 31, 2016, primarily consisting of grant revenue.~~
~~Cost of Revenue~~
The Company recorded cost of revenue of $523,065 for the six months ended December 31, 2017, which included direct labor, direct materials and facility costs associated with the foundry services revenue. The Company did not record any cost of revenue for the comparative six-month period of 2016.
~~Operating Expenses~~
Total operating expenses for the six-month period ended December 31, 2017 were $10.5 million and included R&D expenses of $6.5 million and G&A expenses of $4.0 million. Total operating expenses for the six-month period ended December 31, 2016 were $4.8 million and included R&D expenses of $1.4 million and G&A expenses of $3.4 million.
~~Research and Development Expenses~~
R&D expenses of $6.5 million for the six months ended December 31, 2017 were comprised primarily of salaries and wages for R&D personnel of $2,369,000, stock-based compensation of $1,113,000, material and third-party processing costs of $808,000, facility costs of $1,783,000 and depreciation of $321,000. R&D expense for the six months ended December 31, 2016 was $1.4 million. The period-over-period increase was $5.1 million, or 353%. The higher spend was due to the increase in salaries and wages for the assumed R&D personnel in our recently acquired NY fabrication facility as well as incremental R&D hires made since the closing of the acquisition. In addition, we saw an increase of ~~$648,000,~~$2.3 million or 139%, in stock-based compensation associated with R&D personnel due to restricted stock grants made to personnel hired since December 31, 2016 and additional issuances to personnel on the payroll as of December 31, 2016. Material and third-party material processing costs increased over the comparative six-month period by $435,000, or 116%, as the result of the ramp up of development activities, primarily in our NY facility.77.4%. Facility costs of ~~$1,783,000 were~~$2.2 million primarily associated with the NY ~~facility acquired in June 2017 and included utilities of $600,000, repair and maintenance costs of $605,000, and supplies and parts costs of $578,000. Depreciation expense of $321,000 for~~Facility were $1.3 million higher than the six months ended December 31, 2017 was higher over the comparative six-month period ended December 31, 2016 by $298,000, mainly due to higher deprecation recorded for assets included in the NY facility acquisition. prior period.

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 ~~were $4.0 million~~ for the ~~six~~three months ended December 31, ~~2017,~~2021 were $5.1 million, which is an increase of $1.8 million compared to ~~$3.4 million for~~ the ~~six~~three months ended December 31, ~~2016,~~2020. Year-over-year changes within G&A expenses include an increase in employee compensation (including stock-based compensation) of ~~$693,000, or 21%. G&A expense~~$0.7 million as well as increased general expenses of $1.0 million, primarily professional fees.

Other (Expense)/Income
Other income for the ~~six~~three months ended December 31, ~~2017~~2021 was $28 thousand, which was comprised ~~primarily~~ of salary and wages of $930,000, stock-based compensation of $964,000, professional fees (primarily legal and accounting) of $949,000, insurance of $163,000, depreciation of 149,000, recruiting and relocation fees of $305,000, and travel of $191,000. We recorded an increase of $343,000, or 58%, in salaries and wages, and an increase of $299,000 in relocation and recruiting fees due tointerest income. Other expenses for the ~~onboarding of new administrative personnel since~~three months ended December 31, ~~2016. Stock-based compensation~~2020 were $1.7 million, consisting of ~~$964,000 decreased from the comparative period by $819,000, or 46%. Professional fees increased by $339,000, or 55%, mainly for accounting fees due to costs associated with the valuation~~$1.7 million of ~~the NY fabrication facility~~debt discount amortization and the fees for the review and audit of the associated filings. Travel expense for G&A personnel increased by $124,000, or 185%, due to increased travel to the NY facility for transition activities, as well as increased travel associated with investor conferences and customer outreach. interest expense.

Net Loss

The Company recorded a net loss of ~~$10.2~~$15.2 million for the ~~six~~three months ended December 31, ~~2017,~~2021, compared to a net loss of $11.9 million for the three months ended December 31, 2020. The period-over-period incremental loss of $3.3 million, or 28.0%, was primarily driven by an increase in cost of revenue of $1.9 million, an increase in G&A expenses and R&D expenses of $5.4 million. These expense increases were partially offset by a revenue increase of $2.4 million and a decrease in other expenses of $1.7 million.
Six Months Ended December 31, 2021 and 2020
Revenue
The Company recorded revenue of $5.5 million for the six months ended December 31, ~~2016.~~2021 as compared to $1.9 million for the six months ended December 31, 2020. The ~~primary drivers~~increase of ~~the additional loss~~$3.6 million was primarily due to an increase in RF product revenue of ~~$4.7~~$3.7 million ~~were higher personnel costs primarily in the NY facility acquired on June 26, 2017 (higher by $2.2 million)~~or 371%, ~~higher~~which includes revenue from sales of RFMi products.
Cost of Revenue
Cost of revenue includes direct labor, material, ~~and material processing costs~~net realizable value (NRV) adjustments, and facility costs primarily associated with foundry services revenue, manufacturing of ~~$435,000~~filter products and ~~$1,770,000, respectively, both mainly~~engineering services. The Company recorded cost of revenue of $7.5 million for the six months ended December 31, 2021 as compared to $4.3 million for the six months ended December 31, 2020. The $3.2 million increase is primarily due to ~~the ramp up~~costs associated with RF product revenue which increased by $2.7 million, which includes cost of revenue from sales of RFMi products. In addition, non-recurring engineering costs increased by $0.5 million.
Research and Development Expenses
R&D ~~activities~~expenses were $17.2 million for the six months ended December 31, 2021 and were $5.3 million, or 43.7% higher than the ~~acquisition~~prior year amount for the same period of $11.9 million. Personnel costs, including stock-based compensation, were $9.5 million compared to $6.4 million in the prior year period, an increase of $3.1 million or 47.8%. Facility costs of $4.0 million primarily associated with the NY Facility were $1.8 million higher than the prior period. Material costs of $3.3 million were $0.4 million higher than the prior period.
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 ~~NY facility~~business. G&A expenses for the six months ended December 31, 2021 were $9.0 million, which is an increase of $2.7 million compared to the six months ended December, 2020. Year-over-year changes within G&A expenses include an increase in ~~June 2017.~~employee compensation (including stock-based compensation) of $1.3 million as well as increased general expenses of $1.4 million, primarily professional fees.

Other (Expense)/Income
Other income for the six months ended December 31, 2021 was $62 thousand, which was comprised of interest income. Other expenses for the six months ended December 31, 2020 were $3.3 million, consisting of $3.1million of debt discount amortization and interest expense and a loss on derivative liability valuation of $0.2 million.
Net Loss
The Company recorded a net loss of $28.1 million for the six months ended December 31, 2021, compared to a net loss of $23.9 million for the six months ended December 31, 2020. The period-over-period incremental loss of $4.2 million, or 17.7%, was primarily driven by an increase in cost of revenue of $3.2 million, an increase in G&A expenses and R&D expenses of $8.0 million. These expense increases were partially offset by a revenue increase of $3.6 million and a decrease in other expenses of $3.3 million.
Liquidity and Capital Resources

~~Since inception,~~Financing Activities
During the six months ended December 31, 2021, the Company ~~has recorded~~sold a total of 2,468,477 shares of its common stock at a price to the public of an average of $7.70 per share under the ATM Equity Offering^SMSales Agreement with BofA Securities, Inc. and Piper Sandler & Co., as amended on February 19, 2021 (the “Sales Agreement”) for aggregate gross proceeds of approximately ~~$1,039,000~~$19.1 million, before deducting compensation paid to the sales agents and ~~$615,000~~other offering expenses of ~~revenue from contract research~~approximately $0.3 million.
Balance Sheet and government grants and engineering review services, respectively. Our operations thus far have been funded primarily with contract research and government grants, sales of our equity securities, and debt.Working Capital

The Company ~~has $9.7~~had $67.5 million of cash and cash equivalents on hand as of ~~February 1, 2018,~~December 31, 2021, which reflects ~~an increase~~a decrease of ~~$0.1~~$20.9 million compared to ~~$9.6~~$88.3 million as of June 30, ~~2017.~~2021. The ~~$0.1 million increase~~decrease is ~~mostly~~primarily due to ~~the receipt of $13.3 million in net proceeds from sales of our common stock during the three months ended December 31, 2017, offset primarily by $13.2 million in net~~ cash used in ~~operating~~operations of $23.5 million and cash used for investing activities ~~and capital expenditures from July 1, 2017 to February 1, 2018.~~of $16.6 million. These cash uses were partially offset by cash provided by financing activities of $19.3 million. The Company estimates that cash on hand will be sufficient to fund its operations, including current capital expense commitments, ~~into~~beyond the ~~first quarter~~next twelve months from the date of ~~fiscal 2019. As~~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 ~~will~~may need to obtain additional capital through the sale of additional equity securities, debt, ~~and additional grants,~~ or otherwise, to fund operations past that date. There is no assurance that the Company’s projections and estimates are accurate. ~~Although the~~The Company is actively managing and controlling the Company’s cash outflows to mitigate ~~these risks, these matters raise substantial doubt about the Company’s ability to continue as a going concern.~~ liquidity risks.

~~Balance Sheet and Working Capital~~
December 31, ~~2017~~2021 compared to June 30, ~~2017~~2021

As of December 31, ~~2017,~~2021, the Company had current assets of ~~$12.3~~$75.4 million made up primarily of cash on hand of ~~$11.7 million, accounts receivable~~$67.5 million. As of ~~$299,000 and prepaid expenses of $182,000. Current assets as of the end of the prior year were $10.0 million. The increase in~~June 30, 2021, current assets ~~of $2.3~~were $93.2 million ~~was due to a $2.1 million increase in~~comprised primarily of cash on hand ~~and an increase in receivables~~ of ~~$299,000, which was partially offset by a decrease in inventory.~~$88.3 million.

Property, ~~plant~~Plant and ~~equipment, net~~Equipment was ~~$12.3~~$40.2 million as of December 31, ~~2017,~~2021 as compared to ~~$7.9~~a balance of $30.7 million as of June 30, ~~2017. The $4.4 million increase is mostly due to the purchase of R&D equipment for the NY facility.~~2021.

Other assets, primarily intangibles and deposits, were $265,000 as of December 31, 2017, compared to $217,000 as of June 30, 2017. The increase is primarily attributable to additional intangibles, and a deposit on an asset not yet in service as of December 31, 2017.
Total assets as of December 31, ~~2017 were $24.8 million, compared to $18.1 million at~~2021 and June 30, ~~2017.~~2021 were $134.1 million and $125.0 million, respectively.

Current liabilities as of December 31, ~~2017~~2021 and June 30, 2021 were ~~$3.1~~$7.1 million ~~an increase~~and $7.3 million, respectively.
Long-term liabilities totalled $3.3 million as of ~~$1.7 million~~December 31, 2021, compared to ~~$1.4~~$0.3 million as of June 30, ~~2017.~~2021. The increase ~~was mainly in accounts payable and accrued expenses ($1.7 million) mostly~~is primarily due to ~~payroll-related accruals, stock-based compensation accruals,~~the contingent liability and ~~accruals recorded for fixed assets~~deferred tax liability which are discussed in ~~process.~~Note 7 – Business Acquisition.

~~Long-term liabilities totaled $1.8~~Equity was $123.7 million as of December 31, ~~2017 and $1.7~~2021, compared to $117.4 million as of June 30, ~~2017, representing the long-term contingent real estate liability associated with the acquisition of the STC-MEMS Business on June 26, 2017.~~
~~Stockholders’ equity was $19.9 million as of December 31, 2017, compared to $15.0 million as of June 30, 2017. The~~2021, an increase of ~~$4.9~~$6.3 million, or 5.3%. This increase was primarily due to the ~~$15.1 million~~ increase in additional paid-in-capital ~~primarily due to the recording~~(“APIC”) of stock-based compensation $2.6 million, and net proceeds from the issuance of common stock of $13.3 million, partially offset by the $10.2 million net loss recorded for the six months ended December 31, 2017.

~~Working capital as of December 31, 2017 was $9.2 million, compared to $8.7 million as of June 30, 2017. The primary use of cash was to fund operations as well as invest in additional R&D equipment.~~
~~Cash Flow Analysis~~
~~Operating activities used cash of $6.7~~$26.8 million for the six months ended December 31, ~~2017, compared~~2021 which was offset by the net loss for the three months ended December 31, 2021 of $28.1 million. The increase in APIC was primarily due to ~~$2.1~~common stock issued for cash of $18.8 million, ~~for~~stock-based compensation of $5.2 million.

Cash Flow Analysis
Operating activities used cash of $23.5 million during the six months ended December 31, ~~2016.~~2021 and $16.2 million during the comparative period ended December 31, 2020. The ~~$4.6~~$7.3 million period- over-period increase in cash used was attributable to higher operating expenses ~~of $4.7 million~~ associated with the ramp up of development and commercialization activities (primarily R&D and ~~commercialization activities~~production personnel and the increased costs associated with the New York facility acquired in June 2017, in addition to $0.9 million less in fair value of contingent liability. This was partially offset by an increase of accounts payable and accrued expenses of $0.7 million, and higher period-over-period depreciation expense of $0.4 million. material costs).

Investing activities used cash of ~~$4.5~~$16.6 million for the six months ended December 31, ~~2017,~~2021 compared to ~~$0.5~~$4.5 million for the ~~six months~~comparative period ended December 31, ~~2016.~~2020. The $12.1 million period-over-period increase was ~~mostly~~primarily due to ~~investments~~increased purchases of production equipment of $8.4 million and net cash paid for acquisitions of $4.1 million. On October 15, 2021, the Company acquired a 51% ownership interest in ~~fixed assets~~RFMi from Tai-Saw Technology Co., Ltd. (“TST”) in exchange for ~~our NY facility~~$6.0 million in cash and approximately $2.5 million payable in common stock of the Company. The Company has the option to ~~enhance our development~~acquire the remaining 49% ownership interest in RFMi from TST on or before June 30, 2022, for an additional $3.5 million in cash and ~~commercialization efforts.~~approximately $4.0 million in common stock of the Company. Additionally, earn-out payments aggregating up to $3.0 million payable in cash and/or shares of common stock of the Company may be payable to TST based on the future operating results of RFMi.

Financing activities ~~provided~~increased cash ~~of $13.3~~by $19.3 million ~~for the six months ended December 31, 2017, compared to $3.5 million for the six months ended December 31, 2016 due to proceeds we received from the issuance of common stock~~ during the six months ended December 31, ~~2017.~~2021 primarily due to proceeds from issuance of common stock pursuant to the Sales Agreement. In addition, stock option grants, warrant exercises and the employee stock purchase plan resulted in cash proceeds of $0.5 million.
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

~~Our management is responsible for establishing and maintaining a system of~~We maintain disclosure controls and procedures ~~(as defined~~that are designed to ensure that information required to be disclosed in ~~Rules 13a-15(e) and 15d-15(e)~~the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~) that~~, is ~~designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is~~(1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is(2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, ~~as appropriate~~ to allow timely decisions regarding required disclosure.

~~We conducted an evaluation under the supervision and~~As of December 31, 2021, our management, with the participation of our Chief Executive Officer and ~~our~~Interim Chief Financial Officer, ~~(our principal executive officer and principal financial officer) of~~evaluated the effectiveness ~~of the design and operation~~ 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 Interim Chief Financial Officer have concluded based upon the evaluation described above that, as of December 31, ~~2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that~~2021, our disclosure controls and procedures were ~~not~~ effective ~~as of such date due to (i)~~at the material weakness in our internal control over financial reporting described in Part II, Item 9A of our 2017 Annual Report, which material weakness relates to our acquisition accounting and reporting practices in connection with the acquisition of our New York wafer fabrication facility and related operations; and (ii) a material weakness in the design of our internal controls related to our accounting for and reporting of stock-based compensation.reasonable assurance level.

~~Remediation Plan~~
We cannot yet estimate when the material weaknesses in our internal control over financial reporting will be fully remediated. Since the filing of our 2017 Annual Report, we have hired three additional individuals into the finance and accounting team, including a new Corporate Controller, Director of Tax and Treasury, and Accounting Manager. While these new hires increase the size and capabilities of our accounting department in accordance with our previously disclosed remediation plan, in order to fully remediate the material weaknesses, we intend to take the following additional actions to improve the overall process of our acquisition and stock-based compensation accounting and reporting practices:
● Provide additional training to employees in the accounting department to increase the department’s capabilities and strengthen their understanding of our accounting and internal control policies and procedures;
● ~~Place less reliance on external consultants and Excel Spreadsheets; and~~
● ~~Perform additional internal review processes, including enhancing our Internal Audit programs, in the compilation and reporting of financial statements.~~
Changes in Internal Control over Financial Reporting

~~Other than as set forth above in this Item 4,~~During the quarter ended December 31, 2021, there ~~have been~~were no changes in our internal control over financial reporting, ~~that occurred during~~as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the ~~quarterly period covered by this report~~Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

WeExcept for the matter described in “Note-12 – Commitments and Contingencies” of the condensed consolidated financial statements in this 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.

~~There~~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, 2021. 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 set forth below, there have been no material changes to the risk factors described in Part I, Item 1A, ~~“Risk~~“Risk Factors,” included in our ~~2017~~2021 Annual Report.

We are, and may become, subject to claims of infringement, misappropriation or misuse of third party intellectual property that, regardless of merit, could result in significant expense and loss of our intellectual property rights.
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 a complaint filed by Qorvo, Inc. in the United States District Court for the District of Delaware alleging, among other things, patent infringement, false advertising, false patent marking, and unfair competition. The plaintiff seeks an injunction enjoining us from the alleged infringement and damages, including punitive and statutory enhanced damages, in an unspecified amount. We believe this lawsuit is without merit and intend to defend against it vigorously. However, we can provide no assurance as to the outcome of such dispute, and such action may result in judgments against us for an injunction, significant damages or other relief, such as future royalty payments to Qorvo, Inc. or restrictions on certain of our activities. Resolution of such matter may be prolonged and costly, and the ultimate result or judgment is uncertain due to the inherent uncertainty in litigation and other proceedings. Even if ultimately settled or resolved in our favor, this and other possible future actions may result in significant expenses, diversion of management and technical personnel attention and disruptions and delays in our business and product development, and other collateral consequences, all of which could have a material adverse effect on our business, financial condition and results of operations. Any out-of-court settlement of this or other actions may also have an adverse effect on our 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 our ability to develop, manufacture and sell our products.

Defense of any intellectual property infringement claims against us, regardless of their merit, would involve substantial litigation expense and would be a significant diversion of resources from our business. In the event of the foregoing or another successful claim of infringement against us, we may have to pay substantial damages, obtain one or more licenses from third parties, limit our business to avoid the infringing activities, pay royalties and/or redesign our infringing technology or alter related formulations, processes, methods or other technologies, any or all of which may be impossible or require substantial time and monetary expenditure. The occurrence of any of the above events could prevent us from continuing to develop and commercialize our filters and our business could materially suffer.
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.
We have recently engaged, and may in the future engage, in acquisitions that could disrupt our business, cause dilution to our shareholders and harm our financial condition and operating results.
In October 2021, we acquired a majority ownership position in RFM Integrated Device, Inc. (“RFMi”), with the right to purchase the remaining 49% on or before June 30, 2022. The consideration for the acquisition includes cash and common stock as well as possible earn-out payments that may be paid in cash or common stock based on its future trading price. We may in the future make additional acquisitions of, or investments in, companies that we believe have products or capabilities that are a strategic or commercial fit with our current business or otherwise offer opportunities for our company. In connection with these acquisitions or investments, we may:
● issue common stock or other forms of equity that would dilute our existing shareholders’ percentage of ownership,
● incur debt and assume liabilities, and
● incur amortization expenses related to intangible assets or incur large and immediate write-offs.
We may not be able to complete acquisitions on favorable terms, if at all. If we do complete an acquisition, such as of RFMi, we cannot assure you that it will ultimately strengthen our competitive position, that it will be viewed positively by customers, financial markets or investors or that we will otherwise realize the expected benefits of such an acquisition to the anticipated extent or at all. Furthermore, the acquisition of RFMi and any future acquisitions could pose numerous additional risks to our expected operations, including, but not limited to:
● problems integrating the purchased business, products or technologies,
● challenges in achieving strategic objectives, cost savings and other anticipated benefits,
● increases to our expenses,
● the assumption of significant liabilities, which may have been previously unknown or not discoverable through diligence, that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party,
● inability to maintain relationships with prospective key customers, vendors and other business partners of the acquired businesses,
● diversion of management’s attention from its day-to-day responsibilities,
● difficulty in maintaining controls, procedures and policies during the transition and integration,
● entrance into marketplaces where we have no or limited prior experience and where competitors have stronger marketplace positions,
● potential loss of key employees, particularly those of the acquired entity, and
● historical financial information may not be representative or indicative of our results as a combined company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.¹

~~Repurchases~~
Unvested restricted stock awards granted under the Akoustis, Inc. 2014 Stock Plan (the “2014 Plan”) and the Akoustis Technologies, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) are subject to repurchase options upon certain terminations of the respective recipient’s service with the Company. Under the terms of the respective award agreements, repurchases will generally be made for no value or for par value. In connection with the resignations of two employees, the Company delivered notices to such employees in September 2017, notifying them that the Company would repurchase an aggregate 58,152 shares of restricted stock from them pursuant to the terms of their respective award agreements. We completed these repurchases during the second quarter of fiscal 2018, as shown in the table below.
Period Total
Number of
Shares (or
Units)
Purchased Average
Price Paid
per Share
(or Unit) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet
Be Purchased Under the Plans
or Programs (1)
October 2017 — — — 831,030
November 2017 — — — 821,030
December 2017 58,152 — 58,152 685,506
Total 58,152 — 58,152 685,506
~~(1)~~ As of December 31, 2017, approximately 144,381 shares and 541,125 shares remain subject to repurchase options under the 2014 Plan and the 2015 Plan, respectively. The repurchase options expire as the restricted shares vest and generally extend through August 2020.
Unregistered Sales of Equity Securities

Other than as described below and 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.
On November 12, 2021, the Company issued 262,533 shares of its common stock to Tai-Saw Technology Co. Ltd. as partial payment for its 51% ownership interest in RFMi. These shares of Company common stock were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof as transactions by an issuer not involving any public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~None.~~ Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.
ITEM 5. OTHER INFORMATION.

~~None.~~Not applicable

ITEM 6. EXHIBITS.

The exhibits in the Exhibit Index below are filed or furnished, as applicable, as part of this report.

EXHIBIT INDEX

Exhibit
Number Description
~~10.1†~~3.1 ~~Summary~~Articles of ~~Akoustis Technologies, Inc. Director Compensation Program, effective October 3, 2017~~Conversion of the Company, as filed with the Nevada Secretary of State on December 15, 2016 (incorporated by reference to Exhibit ~~10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2017)~~
~~10.2†~~ Form of Nonqualified Stock Option Agreement for Directors under the Akoustis Technologies, Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2017)
~~10.3†~~ Form of Restricted Stock Unit Agreement for Directors under the Akoustis Technologies, Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2017)
~~10.4~~ Form of Registration Rights Agreement by and among the Company and the investors in the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 17, 2017)
~~10.5~~ ~~Form of Amendment No. 1 to the Amended Subscription Agreement by and among the Company and the investors in the May 2017 Private Placement Offering (incorporated by reference to Exhibit 10.2~~3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December ~~15, 2017)~~16, 2016)

~~10.6.1~~3.2 ~~Form~~Certificate of ~~Subscription Agreement by and among~~Conversion of the Company, ~~and~~as filed with the ~~director investors in the first round~~Delaware Secretary of ~~the November/~~State on December ~~2017 Private Placement Offering~~15, 2016 (incorporated by reference to Exhibit ~~10.29.1~~3.2 to the Company’s ~~Registration Statement~~Current Report on Form ~~S-1 (File No. 333-222552),~~8-K filed with the SEC on ~~January~~December 16, ~~2018)~~2016)

~~10.6.2~~3.3 ~~Form~~Certificate of ~~Subscription Agreement by and among~~Incorporation, as filed with the ~~Company and the non-director investors in the first round~~Delaware Secretary of ~~the November/~~State on December ~~2017 Private Placement Offering~~15, 2016 (incorporated by reference to Exhibit ~~10.29.2~~3.3 to the Company’s ~~Registration Statement~~Current Report on Form ~~S-1 (File No. 333-222552),~~8-K filed with the SEC on ~~January~~December 16, ~~2018)~~2016)

~~10.6.3~~3.4 ~~Form of Subscription Agreement by~~Amended and ~~among the Company and certain investors in the second round~~Restated Bylaws of the ~~November/December 2017 Private Placement Offering~~Company (incorporated by reference to Exhibit ~~10.29.3~~3.5 to the Company’s ~~Registration Statement~~Quarterly Report on Form ~~S-1 (File No. 333-222552),~~10-Q filed with the SEC on ~~January 16, 2018)~~May 1, 2020)

~~10.6.4~~31.1* Form of Subscription Agreement by and among the Company and certain investors in the second round of the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.29.4 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.6.5~~ Form of Subscription Agreement by and among the Company and the investors in the third round of the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.29.5 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.6.6~~ Form of Subscription Agreement by and among the Company and the investors in the fourth round of the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.29.6 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)

~~10.7~~ Placement Agent Agreement by and between the Company and Katalyst Securities, LLC in connection with the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.8.1~~ Placement Agent Agreement by and between the Company and Drexel Hamilton, LLC in connection with the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.32.1 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.8.2~~ Amendment to Placement Agent Agreement by and between the Company and Drexel Hamilton, LLC in connection with the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.32.2 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.9.1~~ Placement Agent Agreement by and between the Company and Joseph Gunnar in connection with the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.33.1 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.9.2~~ Amendment to Placement Agent Agreement by and between the Company and Joseph Gunnar in connection with the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.33.2 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
~~10.10~~ Form of Placement Agent Warrant in the November/December 2017 Private Placement Offering (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-222552), filed with the SEC on January 16, 2018)
31.1* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

31.2* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer

32.1* Section 1350 Certification of Principal Executive Officer

32.2* Section 1350 Certification of Principal Financial Officer

101* Interactive Data Files of Financial Statements and Notes

101.INS* ~~Instant~~Inline XBRL Instance Document

101.SCH* Inline XBRL Taxonomy Extension Schema ~~Document~~Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
~~† Management contract or compensatory arrangement~~

~~SIGNATURES~~
* Filed herewith

† Management contract or compensatory plan or arrangement

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: ~~February 14, 2018~~January 31, 2022 Akoustis Technologies, Inc.

By: /s/ ~~John T. Kurtzweil~~Kenneth E. Boller
~~John T. Kurtzweil~~Kenneth E. Boller
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)

29
iso4217:USD xbrli:shares

	December 31,			June 30,
	2017			2017
	(unaudited)
Assets

Assets:
Cash and cash equivalents	$	11,698,531		$	9,631,520
Accounts receivable		298,797			—
Inventory		74,979			188,476
Prepaid expenses		182,307			158,457
Deposits		42,549			42,808
Total current assets		12,297,163			10,021,261

Property and equipment, net		12,283,207			7,853,814

Intangibles, net		231,701			206,527

Other assets		32,861			10,715
Total Assets	$	24,844,932		$	18,092,317

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable and accrued expenses	$	3,027,331		$	1,336,368
Deferred revenue		77,447			14,500
Total current liabilities		3,104,778			1,350,868

Long-term Liabilities:
Contingent real estate liability		1,809,847			1,730,542
Total long-term liabilities		1,809,847			1,730,542

Total Liabilities		4,914,625			3,081,410

Commitments and contingencies

Stockholders’ Equity
Preferred Stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.001 par value; 45,000,000 shares authorized; 22,320,700 and 19,075,050 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively		22,321			19,075
Additional paid in capital		46,599,657			31,499,889
Accumulated deficit		(26,691,671	)		(16,508,057	)
Total Stockholders’ Equity		19,930,307			15,010,907
Total Liabilities and Stockholders’ Equity	$	24,844,932		$	18,092,317

	December 31,			June 30,
	2021			2021
Assets
Assets:
Cash and cash equivalents	$	67,467		$	88,322
Accounts receivable		2,502			1,170
Inventory		2,286			1,390
Other current assets		3,158			2,314
Total current assets		75,413			93,196

Property and equipment, net		40,248			30,730
Goodwill		7,835			—
Intangibles, net		10,167			572
Operating lease right-of-use asset, net		389			471
Other assets		60			25
Total Assets	$	134,112		$	124,994

Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	6,720		$	6,954
Deferred revenue		101			41
Operating lease liability - current		291			270
Total current liabilities		7,112			7,265

Long-term Liabilities:
Contingent consideration		1,082			—
Operating lease liability		94			202
Deferred tax liability		2,039			—
Other long-term liabilities		117			117
Total long-term liabilities		3,332			319

Total Liabilities		10,444			7,584

Equity
Preferred stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 54,659,660 and 51,235,764 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively		55			51
Additional paid in capital		291,969			265,130
Accumulated deficit		(175,884	)		(147,771	)
Total Akoustis Technologies, Inc. equity	$	116,140		$	117,410
Noncontrolling interest		7,528			—
Total Equity		123,668			117,410
Total Liabilities and Equity	$	134,112		$	124,994

	For the Three Months Ended December 31, 2021			For the Three Months Ended December 31, 2020			For the Six Months Ended December 31, 2021			For the Six Months Ended December 31, 2020
Revenue
Revenue with customers	$	3,672		$	1,308		$	5,540		$	1,944

Cost of revenue		4,549			2,602			7,451			4,251

Gross profit (loss)		(877	)		(1,294	)		(1,911	)		(2,307	)

Operating expenses
Research and development		9,192			5,566			17,166			11,946
General and administrative expenses		5,146			3,361			9,022			6,288
Total operating expenses		14,338			8,927			26,188			18,234

Loss from operations		(15,215	)		(10,221	)		(28,099	)		(20,541	)

Other (expense) income
Interest (expense) income		28			(1,703	)		62			(3,135	)
Change in fair value of derivative liabilities		—			14			—			(184	)
Total other (expense) income		28			(1,689	)		62			(3,319	)
Net loss before income taxes	$	(15,187	)	$	(11,910	)	$	(28,037	)	$	(23,860	)

Income Taxes		(58	)		—			(58	)		—

Net Loss	$	(15,245	)	$	(11,910	)	$	(28,095	)	$	(23,860	)

Net loss (income) attributable to noncontrolling interest		(19	)		—			(19	)		—
Net loss attributable to common stockholders	$	(15,264	)	$	(11,910	)	$	(28,114	)	$	(23,860	)

Net loss per common share - basic and diluted	$	(0.29	)	$	(0.30	)	$	(0.54	)	$	(0.61	)

Weighted average common shares outstanding - basic and diluted		52,924,078			39,445,268			52,180,077			38,810,985

	For the Six Months Ended December 31, 2021
					Additional
	Common Stock				Paid In		Accumulated
	Shares		Par Value		Capital		Deficit			Equity

Balance, June 30, 2021		51,236	$	51	$	265,130	$	(147,771	)	$	117,410

Common stock issued for cash, net of issuance costs		556		1		5,431		—			5,432

Stock-based compensation		237		—		2,348		—			2,348

Common stock issued for exercise of warrants		4		—		24		—			24

Common stock issued for exercise of options		5		—		33		—			33

Net loss		—		—		—		(12,849	)		(12,849	)

Balance, September 30, 2021		52,038	$	52	$	272,966	$	(160,620	)	$	112,398

	For the Three Months Ended December 31, 2017			For the Three Months Ended December 31, 2016			For the Six Months Ended December 31, 2017			For the Six Months Ended December 31, 2016

Revenue	$	444,553		$	159,068		$	745,493		$	159,068

Cost of revenue		329,836			—			523,065			—

Gross profit		114,717			159,068			222,428			159,068

Operating expenses
Research and development		3,473,031			775,984			6,477,396			1,428,560
General and administrative expenses		2,189,904			2,066,768			4,022,526			3,330,011
Total operating expenses		5,662,935			2,842,752			10,499,922			4,758,571

Loss from operations		(5,548,218	)		(2,683,684	)		(10,277,494	)		(4,599,503	)

Other income (expense)
Interest income		263			209			997			299
Rental income		86,844			—			172,188			—
Change in fair value of contingent real estate liability		(79,305	)		—			(79,305	)		—
Change in fair value of derivative liabilities		—			(712,246	)		—			(869,462	)
Total other income (expense)		7,802			(712,037	)		93,880			(869,163	)
Net loss	$	(5,540,416	)	$	(3,395,721	)	$	(10,183,614	)	$	(5,468,666	)

Net loss per common share - basic and diluted	$	(0.27	)	$	(0.21	)	$	(0.52	)	$	(0.35	)

Weighted average common shares outstanding -basic and diluted		20,167,681			15,892,503			19,667,770			15,797,106

	Six Months Ended December 31, 2021			Six Months Ended December 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(28,095	)	$	(23,860	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,174			2,080
Stock-based compensation		5,248			4,093
Amortization of debt discount		—			2,346
Amortization of operating lease right of use asset		130			110
Non cash interest payments		—			488
Change in fair value of derivative liabilities		—			184
Gain on disposal of fixed assets		(194	)		—

Changes in operating assets and liabilities:
Accounts receivable		(349	)		(395	)
Inventory		(698	)		(515	)
Other current assets		(832	)		(443	)
Accounts payable and accrued expenses		(1,611	)		(204	)
Lease liabilities		(135	)		(111	)
Deferred revenue		(176	)		57
Net Cash Used in Operating Activities		(23,538	)		(16,170	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for machinery and equipment		(12,823	)		(4,438	)
Acquisition of business, net of cash acquired		(4,079	)		—
Cash received from sale of fixed assets		287			—
Cash paid for intangibles		—			(53	)
Net Cash Used in Investing Activities		(16,615	)		(4,491	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		18,789			23,192
Proceeds from exercise of employee stock options		140			524
Proceeds from exercise of warrants		57			118
Proceeds from employee stock purchase plan		312			204
Net Cash Provided by Financing Activities		19,298			24,038

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		(20,855	)		3,377

Cash, Cash Equivalents and Restricted Cash - Beginning of Period		88,322			44,408

Cash, Cash Equivalents and Restricted Cash - End of Period	$	67,467		$	47,785

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest		—			325

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued in payment of interest		—			488
Fixed assets included in accounts payable and accrued expenses		(223	)		572
Acquisition of Business
Tangible assets, excluding cash and cash equivalents		1,346			—
Intangibles		9,711			—
Goodwill		7,835			—
Deferred tax liability		(2,039	)		—
Contingent consideration		(1,082	)		—
Liabilities assumed		(1,885	)		—
Issuance of common stock for acquisition		(2,297	)		—
Noncontrolling interest		(7,510	)		—

	For the Six Months Ended			For the Six Months Ended
	December 31, 2017			December 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,183,614	)	$	(5,468,666	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		470,419			25,834
Amortization of intangibles		8,076			3,112
Share-based compensation		2,076,829			2,247,862
Change in fair value of derivative liabilities		—			869,462
Change in fair value of contingent liability		79,305			—
Changes in operating assets and liabilities:
Accounts receivable		(298,797	)		(29,000	)
Inventory		113,497			359
Prepaid expenses		(23,850	)		(38,431	)
Deposits		259			—
Other assets		(22,146	)		(10,000	)
Accounts payable and accrued expenses		982,729			244,109
Deferred revenue		62,947			29,000
Net Cash Used In Operating Activities		(6,734,346	)		(2,126,359	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment		(4,471,121	)		(444,429	)
Cash paid for intangibles		(33,250	)		(39,650	)
Net Cash Used In Investing Activities		(4,504,371	)		(484,079	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		13,258,063			3,456,460
Proceeds from exercise of warrants		47,665			—
Net Cash Provided By Financing Activities		13,305,728			3,456,460

Net Increase in Cash		2,067,011			846,022

Cash - Beginning of Period		9,631,520			4,155,444

Cash - End of Period	$	11,698,531		$	5,001,466

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes	$	—		$	—
Interest	$	199		$	—

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock compensation payable	$	266,248		$	208,699
Warrants issued for stock issuance costs	$	645,757		$	107,432
Reclassification of derivative liability to additional paid in capital	$	—		$	1,795,363
Accrued capital expenditures	$	428,691		$	—

	Consolidated Balance Sheet June 30, 2017
	Previously Reported			Revisions			Revised Reported
Additional paid in capital	$	30,774,885		$	725,004		$	31,499,889

Accumulated deficit		(15,783,053	)		(725,004	)		(16,508,057	)

	Consolidated Statement of Operations Year ended June 30, 2017
	Previously Reported			Revisions			Revised Reported
Net loss	$	(9,108,240	)	$	(725,004	)	$	(9,833,244	)

Net loss per ordinary share:
Basic	$	(0.54	)	$	(0.04	)	$	(0.58	)

	December 31, 2017		December 31, 2016
Options		1,166,859		160,000
Warrants		756,809		510,597
Totals		1,923,668		670,597

	Foundry Fabrication Services Revenue		Product Sales Revenue		Total Revenue with Customers
NRE	$	383	$	—	$	383
Filters/Amps		—		3,289		3,289
Total	$	383	$	3,289	$	3,672

	Contract Assets		Contract Liability
Balance, June 30, 2021	$	411	$	41
Closing, December 31, 2021		823		101
Increase/(Decrease)	$	412	$	60

Balance, June 30, 2020	$	125	$	—
Closing, December 31, 2020		383		57
Increase/(Decrease)	$	258	$	57

	For the Three Months Ended December 31,			For the Six Months Ended December 31,
	2016			2016
Revenue	$	817,673		$	1,288,485
Net loss	$	(4,139,503	)	$	(7,314,370	)
Net loss per common share	$	(0.26	)	$	(0.46	)
Weighted average common shares outstanding		15,892,503			15,797,106

	Estimated Useful Life	December 31, 2017			June 30, 2017
Land	n/a	$	1,000,000		$	1,000,000
Research and development equipment	3 - 10 years		6,510,343			1,851,427
Computer equipment	5 years		69,642			16,783
Furniture and fixtures	5 - 10 years		3,725			3,725
STC-MEMS equipment	3 - 5 years		2,120,868			2,124,650
Building	11 years		3,191,819			3,000,000
Leasehold improvements	*		3,240			3,240
			12,899,637			7,999,825
Less: Accumulated depreciation			(616,430	)		(146,011	)
Total		$	12,283,207		$	7,853,814

	December 31, 2021		June 30, 2021
Raw Materials	$	858	$	124
Work in Process		718		1,188
Finished Goods		710		78
Total Inventory	$	2,286	$	1,390

	Estimated Useful Life	December 31, 2021			June 30, 2021
Land	n/a	$	1,000		$	1,000
Building	11 years		3,000			3,000
Equipment	2-10 years		45,033			35,120
Leasehold Improvements	*		3,598			1,946
Software	3 years		617			580
Furniture & Fixtures	5 years		80			73
Computer Equipment	3 years		642			310
Total			53,970			42,029
Less: Accumulated Depreciation			(13,722	)		(11,299	)
Total		$	40,248		$	30,730

Consideration:
Cash paid	$	6,000
Common stock		2,297
Fair value of contingent consideration		1,082
Total consideration	$	9,379

Cash	$	1,921
Other tangible assets		1,346
Intangible assets		9,711
Goodwill		7,835
Liabilities assumed		(1,885	)
Deferred tax liability	$	(2,039	)
Total assets acquired	$	16,889
Noncontrolling interest		(7,510	)
Net assets acquired	$	9,379

	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
	Unaudited		Unaudited		Unaudited		Unaudited
Revenues	$	3,735	$	2,175	$	7,417	$	3,541

	Estimated useful life	December 31, 2017			June 30, 2017
Patents	15 years	$	168,541		$	135,291
Customer relationships	14 years		81,773			81,773
Less: Accumulated amortization			(20,173	)		(12,097	)
Subtotal			230,141			204,967
Trademarks			1,560			1,560
Intangible assets, net		$	231,701		$	206,527

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life in Years
Goodwill	$	7,835	$	—		$	7,835		indefinite
Trademarks	$	1,569	$	(16	)	$	1,553		5
Developed Technology	$	1,847	$	(88	)	$	1,759		10
Customer Relationships	$	6,927	$	(72	)	$	6,855		7
Total	$	18,178	$	(176	)	$	18,002

December 31,
2018	$	17,077
2019		17,077
2020		17,077
2021		17,077
2022		17,077
Thereafter		144,756
	$	230,141

2022	$	966
2023	$	1,519
2024	$	1,519
2025	$	1,519
2026	$	1,519
Thereafter	$	3,125
Total	$	10,167

	December 31, 2017		June 30, 2017
Accounts payable	$	1,054,169	$	494,515
Accrued salaries and benefits		141,020		274,050
Accrued bonuses		362,589		—
Accrued stock-based compensation		678,116		399,157
Accrued capital expenditures		428,691		—
Other accrued expenses		362,746		168,646
Totals	$	3,027,331	$	1,336,368

	Three Months 12/31/2021			Three Months 12/31/2020
Vendor 1		-			13	%
Vendor 2		17	%		-

	Three Months 12/31/2021			Three Months 12/31/2020
Customer 1		-			18	%
Customer 2		22	%		29	%
Customer 3		-			32	%
Customer 4		-			15	%

	Six Months 12/31/2021			Six Months 12/31/2020
Customer 1		-			22	%
Customer 2		-			10	%
Customer 3		27	%		44	%
Customer 4		-			12	%

Three months ended	Avg price per share		Number of Shares		Gross Proceeds (in millions)		Offering Expenses (in millions)		Net Proceeds (in millions)
September 30, 2021	$	9.99		555,455	$	5.5	$	0.1	$	5.4
December 31, 2021	$	7.04		1,931,022	$	13.6	$	0.2	$	13.4
Total	$	7.70		2,486,477	$	19.1	$	0.3	$	18.8

~~Expected term (years)~~	~~5.50~~
~~Risk-free interest rate~~	~~2.12~~	%
~~Volatility~~	69	%
~~Dividend yield~~	0	%

~~Exercise price~~	~~$6.24 – $7.12~~
~~Expected term (years)~~	~~4.00 – 7.00~~
~~Risk-free interest rate~~	~~1.72 – 2.10~~	%
~~Volatility~~	~~70 - 88~~	%
~~Dividend yield~~	0	%

	Six Months Ended December 31, 2021
Exercise price	$	6.76 –10.15
Expected term (years)		4.75 – 5.00
Volatility		66-67	%
Risk-free interest rate		0.76%–1.14	%
Dividend yield		0	%
Weighted Average Grant Date Fair Value of Options granted during the period	$	5.23