☒ QUARTERLY 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

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

~~(Former name, former address and former fiscal year, if changed since last report)~~Securities registered under Section 12(b) of the Act:

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.

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 ~~May 6, 2019,~~January 24, 2020, there were ~~30,056,626~~36,212,386 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.

Akoustis Technologies, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on April 10, 2013. Effective December 15, 2016, the Company changed its state of incorporation from the State of Nevada to the State of Delaware. Through its subsidiary, Akoustis, Inc. (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 wireless industry, including for products such as smartphones and tablets, cellular infrastructure equipment, ~~and~~ WiFi 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 has developed a family of novel, high purity acoustic piezoelectric materials as well as a unique ~~MEMS~~microelectromechanical system (“MEMS”) wafer process, collectively referred to as XBAW™ technology. The Company leverages its integrated device manufacturing ~~(IDM)~~(“IDM”) business model to develop and sell high performance RF filters using its XBAW^TM technology. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RFFE.

At ~~March~~December 31, 2019, the Company had cash and cash equivalents of ~~$34.6~~$46.3 million and working capital of ~~$33.0~~$44.7 million. The Company has historically incurred recurring operating losses and has experienced net cash used in operating activities of ~~$13.4~~$11.9 million for the ~~nine~~six months ended ~~March~~December 31, 2019 which raises substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date.

~~However, as~~As of ~~May 6, 2019,~~January 24, 2020, the Company had ~~$32.8~~$44.4 million of cash and cash ~~equivalents, which funds are expected to be sufficient to fund our operations beyond the next twelve months from the date of filing of this Form 10-Q.~~equivalents. 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. ~~However, the~~The Company ~~has no commitments to obtain any additional funds, and there can be no assurance such~~expects that these funds will be ~~available on acceptable terms or at all. If~~sufficient to fund its operations beyond the ~~Company is unable to obtain additional financing in a timely fashion and on acceptable terms, its financial condition and results~~next twelve months from the date of ~~operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan.~~filing of this Form 10-Q.

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. 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 filing of this Form 10-Q. Operating results for the quarter ended ~~March~~December 31, 2019 are not necessarily indicative of the results that may be expected for the year ending June 30, ~~2019~~2020 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 Form 10-K filed with the SEC on ~~August 29, 2018~~September 13, 2019 (the ~~“2018~~“2019 Annual Report”).

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its ~~wholly-owned~~wholly owned subsidiary, Akoustis, Inc. ~~On February 22, 2018, Akoustis Manufacturing New York, Inc. was merged into Akoustis, Inc., with Akoustis, Inc. as the surviving entity.~~ All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company’s significant accounting policies are disclosed in Note 3-Summary of Significant Accounting Policies in the ~~2018~~2019 Annual Report. Since the date of the ~~2018~~2019 Annual Report, other than adopting ASC ~~606 “Revenue From Contracts With Customers”~~842 “Leases” discussed in the footnote below, 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. The policies, estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions, deferred taxes and related valuation allowances, revenue recognition, contingent real estate liability and the fair values of long-lived assets. Actual results could differ from the estimates.

Shares outstanding include shares of restricted stock with respect to which restrictions have not lapsed. ~~Restricted stock included in reportable shares outstanding was 311,328 shares and 862,821 shares as of March 31, 2019 and 2018, respectively.~~ Shares of restricted stock are included in the calculation of weighted average shares outstanding. Restricted stock included in reportable shares outstanding were as follows as of December 31, 2019 and 2018.

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.

Restricted cash at December 31, 2019 and June 30, 2019 represents a retained balance obligation included in a deposit account control agreement required by the Company’s 6.5% Convertible Senior Secured Notes due 2023 issued in May 2018. The restriction on the cash will lapse in conjunction with the extinguishment of the debt.

~~In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09,~~~~Revenue from Contracts with Customers (Topic 606)~~~~, and in May 2016, the FASB issued ASU No. 2016-12,~~~~Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients~~~~. These standards and their effect on the Company’s consolidated financial statements and related disclosures are discussed above under “Revenue Recognition.”~~

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU No.~~Accounting Standards Update (“ASU”) 2016-02, “~~Leases~~“Leases (Topic 842),”~~(Topic 842)~~ ~~and~~ with multiple amendments subsequently ~~amended certain aspects during March 2019 with ASU2019-01.~~issued. The ~~FASB issued this update to increase transparency and comparability among organizations by recognizing~~new guidance requires that lease ~~assets and lease liabilities~~arrangements be presented on the lessee’s balance sheet by recording a right-of-use asset and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoptiona lease liability equal to the present value of the ~~update is permitted, and entities may also elect the optional transition method provided under ASU 2018-11,~~~~Leases, Topic 842: Targeted Improvement,~~~~issued in July 2018, allowing for application of~~related future minimum lease payments. The Company adopted the standard atin the ~~adoption date, with recognition~~first quarter of fiscal 2020, using the modified retrospective approach which permits lessees to recognize a cumulative-effect adjustment to the opening balance of ~~retained earnings~~accumulated deficit in the period of adoption. Upon adoption, the Company recorded a right-of-use asset of $0.7 million and a lease liability of $0.7 million.

The Company elected the transition package of practical expedients, under which the Company does not ~~expect~~have to reassess (1) whether any expired or existing contracts are leases, or contain leases, (2) the ~~new~~lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. Further, the Company elected the practical expedient not to separate lease and non-lease components for substantially all of its classes of leases and to account for the combined lease and non-lease components as a single lease component. In addition, the Company made an accounting policy election to exclude leases with an initial term of 12 months or less from the balance sheet. This standard ~~will~~did not have a material ~~effect~~impact on the ~~consolidated financial statements and related disclosures.~~

~~In July 2018,~~Condensed Consolidated Statement of Operations or Condensed Consolidated Statement of Cash Flows. See Note 12 for further disclosures resulting from the ~~FASB issued ASU 2018-11, “~~Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”~~. Part I~~adoption of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company elected to early adopt ASU 2018-11 in May 2018, in the recording of the $15.0 million convertible notes.new standard.

In June 2018, the FASB issued ASU No. 2018-07,Compensation – Stock Compensation ~~(Topic718)~~(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the new standard, companies ~~will~~are no longer be required to value non-employee awards differently from employee awards. Companies ~~will~~ value all equity classified awards aton their grant date under ~~ASC 718~~ASC718 and forgo revaluing the award after the grant date. ASU 2018-07 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. ~~Early adoption is permitted, but no earlier than~~The Company adopted the standard during the first quarter of fiscal year 2020. This standard did not have a material impact on the Company’s ~~adoption date of Topic 606,~~~~Revenue from Contracts with Customers~~~~(as described above under “Revenue Recognition”). The Company does not believe the new standard will have a significant impact on its~~condensed consolidated financial statements. Approximately $0.3 million of accrued expenses associated with share-based compensation was reclassified to equity.

In ~~August 2018,~~May 2017, the FASB issued ASU ~~2018-13, “Fair Value Measurement~~2017-09, “Compensation—Stock Compensation (Topic ~~820)~~718): ~~Disclosure Framework—Changes~~Scope of Modification Accounting,”which provides guidance about which changes to the ~~Disclosure Requirements for Fair Value Measurement”. This update is~~terms or conditions of a stock-based payment award require an entity to ~~improve the effectiveness of disclosures~~apply modification accounting in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.Topic 718. The Company ~~is currently evaluating this guidance~~adopted the standard during the first quarter of fiscal year 2020 and ~~the~~there was no material impact ~~of this update~~ on its condensed consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Effective as of July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The Company adopted this guidance and related amendments as of the first quarter of fiscal 2019, applying the modified retrospective transition method. The Company has determined that there was a $20,416 adjustment needed to retained earnings due to the application of the standard on contracts not completed at the date of initial application.

~~To achieve this core principle, the Company applies the following five steps:~~

Step l - Identify the Contract with the Customer - A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and (e) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Step 2 - Identify Performance Obligations in the Contract - Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. The Company considers the performance obligation in a product sale to be title transfer of the specified product to the customer. The transfer of title occurs according to the purchase order (contract) specification. The Company considers performance obligations related to foundry fabrication services to be title transfer of the specified product or prototype to the customer. The transfer of title occurs according to the purchase order (contract) specification. In the absence of title transfer language, transfer occurs at the time of shipment.

Step 3 - Determine the Transaction Price - The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on the expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur.

Step 4 - Allocate the Transaction Price - After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.

Step 5 - Satisfaction of the Performance Obligations (and Recognition of Revenue) - When an asset is transferred, and the customer obtains control of the asset (or the services are rendered), the Company recognizes revenue. At contract inception, the Company determines if each performance obligation is satisfied at a point in time or over time. The Company will recognize sales of its product in the period that title of the product is transferred to the customer. The Company will evaluate foundry fabrication services contracts on a case by case basis as they vary with regards to enforceable right and alternative use. If an unrestricted, enforceable right and no alternative use exists, the Company will recognize revenue over time utilizing the input method which the Company considers to be the best method of measuring progress toward complete satisfaction of the performance obligation. However, if either of these does not exist, the Company will recognize revenue at a point in time based on title transfer of the final prototype or specified product.

The Company’s primary revenue streams include foundry fabrication services and product sales.

Foundry fabrication services revenue includes microelectromechanical systems (“MEMS”) foundry services and Non-Recurring Engineering (“NRE”). Under these contracts, products are delivered to the customer at the completion of the service which represents satisfaction of the performance ~~obligation.~~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 point in time.

Product sales revenue consists of sales of RF filters and 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 ~~March~~December 31, ~~2019:~~2019 (in thousands):

The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2019 (in thousands):

The following table summarizes the revenues of the Company’s reportable segments for the ~~nine~~three months ended ~~March~~December 31, ~~2019:~~2018 (in thousands):

The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2018 (in thousands):

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.

The Company records a receivable when the 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 Sheet).

The following table summarizes the changes in ~~revenue recognition~~the opening and closing balances of the Company’s contract asset and liability for the ~~nine~~six months ended ~~March~~December 31, ~~2019:~~2019 and 2018 (in thousands):

~~Additionally, when~~The amount of revenue ~~recognition occurs prior~~recognized in the six months ended December 31, 2019 that was included in the opening contract liability balance was $5 thousand that related to ~~invoicing, a~~filter sales. The amount of revenue recognized in the six months ended December 31, 2018 that was included in the opening contract ~~asset is recognized.~~liability balance was $28 thousand that related to non-recurring engineering sales and $25 thousand that related to MEMS business.

Contract assets are recorded when revenue recognized exceeds the amount invoiced. The ~~following table summarizes~~difference between the ~~changes in~~opening and closing balances of the 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 six months ended December 31, 2019 that was included in ~~Other current assets on~~ the ~~Condensed Consolidated Balance Sheet, for the nine months ended March 31, 2019:~~opening contract asset balance was $117 thousand which primarily related to MEMS business.

Revenue expected to be recognized and recorded as sales during this fiscal year from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) was ~~$0.2~~$0.5 million at ~~March~~December 31, 2019.

From time to time the Company applies for grants from various government bodies (state & federal), such as the National Science Foundation (“NSF”), to support research and development. In addition, the Company is eligible for “matching awards” from state boards to provide additional funds to the Company to supplement the funds awarded under the federal grant program. The Company records grant revenue as a part of revenue from operations ~~due to the fact~~given that grant revenue is viewed as an ongoing function of its intended operations. The revenue from grants is not viewed as “incidental” or “peripheral” which would result in the presentation of grant revenue as “Other income”. The Company recognizes nonrefundable grant revenue when the performance obligations have been met, application has been submitted and approval is reasonably assured.

The Company had the following common stock equivalents at ~~March~~December 31, 2019 and 2018. These are excluded from the loss per share calculation as they are considered anti-dilutive.

	December 31, 2019		December 31, 2018
Convertible Notes		4,960,800		4,960,800
Options		2,242,665		2,087,064
Warrants		541,999		728,493
Total		7,745,464		7,776,357

Note 6. Property and Equipment, net

Property and equipment, net consisted of the following as of ~~March~~December 31, 2019 and June 30, ~~2018:~~2019 (in thousands):

	Estimated Useful Life	March 31, 2019			June 30, 2018			Estimated Useful Life	December 31, 2019			June 30, 2019
Land	n/a	$	1,000,000		$	1,000,000		n/a	$	1,000		$	1,000
Building	11 years		3,000,000			3,000,000		11 years		3,000			3,000
Equipment	2-10 years		13,360,745			9,126,755		2-10 years		19,098			13,611
Other	*		1,260,349			1,057,854
			18,621,094			14,184,609
Leasehold Improvements								*		949			949
Software								3 years		214			161
Furniture & Fixtures								5 years		11			11
Computer Equipment								3 years		212			203
Total										24,484			18,935
Less: Accumulated depreciation			(3,136,224	)		(1,364,440	)			(5,102	)		(3,757	)
Total		$	15,484,870		$	12,820,169			$	19,382		$	15,178

(*) ~~Useful lives vary from 3-10 years, as well as leasehold~~Leasehold improvements ~~which~~ 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 ~~$623,281~~$0.7 million and ~~$313,438~~$0.6 million for the three months ended ~~March~~December 31, 2019 and 2018, respectively.

The Company recorded depreciation expense of ~~$1,810,142~~$1.4 million and ~~$783,857~~$1.2 million for the ~~nine~~six months ended ~~March~~December 31, 2019 and 2018, respectively.

Note 7. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following at ~~March~~December 31, 2019 and June 30, ~~2018:~~2019 (in thousands):

	March 31, 2019		June 30, 2018		December 31, 2019		June 30, 2019
Accounts payable	$	315,015	$	139,152	$	1,539	$	245
Accrued salaries and benefits		545,921		505,463		855		1,552
Accrued bonuses		1,133,799		750,442
Accrued stock-based compensation		192,158		395,539
Accrued professional fees		203,302		293,024		137		315
Accrued utilities		105,293		103,277		159		193
Accrued interest		135,417		127,292		135		135
Accrued goods received not invoiced		95,423		160,199		153		69
Other accrued expenses		73,993		119,044		502		702
Totals	$	2,800,321	$	2,593,432	$	3,480	$	3,211

Note 8. Derivative Liabilities

~~The Company’s 6.5% Convertible Senior Secured Notes due 2023 issued in May 2018 contain certain derivative features, as described in Note 9 - Convertible Notes.~~ The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the ~~nine~~six months ended ~~March~~December 31, ~~2019:~~2019 (in thousands):

Fair Value
Measurement
Using Level 3
Inputs
Total

Balance, July 1, 2018 $ 1,104,701
Change in fair value of derivative liabilities 1,371,700
Balance, March 31, 2019 $ 2,476,401

	Fair Value Measurement Using Level 3 Inputs Total
Balance, June 30, 2019	$	955
Change in fair value of derivative liabilities (included in other (expense) income)		670
Balance, December 31, 2019 (see footnote 9)	$	1,625

The fair value of the derivative features of the convertible note at the balance sheet dates were calculated using the with-and-without method, a form of the income approach, valued with the following weighted average assumptions:

	December 31, 2019			June 30, 2019
Remaining term (years)		3.41-3.92			3.92
Expected volatility		55	%		49	%
Risk free interest rate		1.63%-1.65	%		1.73	%
Dividend yield		0.00			0.00	%

March 31, 2019
June 30,
2018

Risk free interest rate 2.22 % 2.73 %
Dividend yield 0.00 % 0.00 %
Expected volatility 48.0 % 42.0 %
Remaining term (years) 4.17 4.92

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the issuance.

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.

Volatility:The Company estimated the expected volatility of the stock price based on a blend of the Company’s own historic volatility and the corresponding volatility of the Company’s peer group stock price for a period consistent with the convertible notes’ expected term.

Remaining term: The Company’s remaining term is based on the remaining contractual term of the convertible notes.

The Company’s 6.5% Convertible Senior Notes due 2023 issued in October 2018 contain certain derivative features, as described in Note 9 - Convertible Notes; however, as of March 31, 2019 the fair value of these components recorded as a debt discount was $0.

Note 9. Convertible Notes

~~Convertible Notes Issued October 2018~~

On October 23, 2018 the Company completed the offering of $10.0 million principal amount of the Company’s 6.5% Convertible Senior Notes due 2023. The notes are unsecured and rank pari passu with the Company’s outstanding unsubordinated liabilities, including its 6.5% Convertible Senior Secured Notes due 2023 issued in May 2018. The net proceeds of the offering after payment of offering costs were approximately $8.9 million. The notes will mature on November 30, 2023, unless earlier converted, redeemed or repurchased. Interest on the notes accrues at the rate of 6.5% per year and is payable in cash on each February 28, May 31, August 31 and November 30, beginning February 28, 2019. The notes are convertible into common stock at the option of the holder at any time prior to maturity at an initial conversion price of $5.10 per share, subject to adjustment under certain circumstances.

The Company analyzed the components of the convertible notes for embedded derivatives and the application of the corresponding accounting treatment. This analysis determined that certain features of the notes represented derivatives that require bifurcation from the host contract. The fair value of these components of $0 was recorded as a debt discount and will be adjusted to fair value at the end of each future reporting period.

As a result of the Company issuing new shares of Common Stock for a price to the public of $4.25 per share, the Company adjusted the conversion price of the convertible notes issued on May 14, 2018 from $6.55 per share to $5.00 per share pursuant to the terms of the Indenture. As a result of this adjustment, the associated beneficial conversion feature was increased by $3,950,839 and recorded as a debt discount with a corresponding credit to additional paid in capital.

The following table summarizes convertible debt as of ~~March~~December 31, ~~2019:~~2019 (in thousands):

	Maturity Date	State Interest Rate			Conversion Price		Face Value		Remaining Debt (Discount)			Fair Value of Embedded Conversion Option		Carrying Value		Maturity Date	Stated Interested Rate	Conversion Price		Face Value		Remaining Debt (Discount)			Fair Value of Embedded Conversion Option		Carrying Value
Long Term convertible notes payable
6.5% convertible senior secured notes	5/31/2023		6.50	%	$	5.00	$	15,000,000	$	(7,381,610	)	$	2,476,401	$	10,094,791	5/31/2023	6.50%	$	5.00	$	15,000	$	(5,508	)	$	1,425	$	10,917
6.5% convertible senior notes	11/30/2023		6.50	%	$	5.10	$	10,000,000	$	(995,202	)	$	—	$	9,004,798	11/30/2023	6.50%	$	5.10	$	10,000		(742	)		200		9,458

Ending Balance as of March 31, 2019							$	25,000,000	$	(8,376,812	)	$	2,476,401	$	19,099,589
Ending Balance as of December 31, 2019																				$	25,000	$	(6,250	)	$	1,625	$	20,375

The following table summarizes convertible debt as of June 30, 2019 (in thousands):

	Maturity Date	Stated Interested Rate	Conversion Price		Face Value		Remaining Debt (Discount)			Fair Value of Embedded Conversion Option		Carrying Value
Long Term convertible notes payable
6.5% convertible senior secured notes	5/31/2023	6.50%	$	5.00	$	15,000	$	(6,825	)	$	955	$	9,130
6.5% convertible senior notes	11/30/2023	6.50%	$	5.10	$	10,000		(915	)		—		9,085
Ending Balance as of June 30, 2019					$	25,000	$	(7,740	)	$	955	$	18,215

Note 10. Concentrations

Vendors

Vendor concentration as a percentage of purchases for the three ~~and nine~~ months ended ~~March~~December 31, 2019 and 2018 are as follows:

			~~Nine~~Three Months		~~Nine Months~~ 12/31/2019		Three Months			~~Three Months~~
		~~03/31/2019~~		~~03/31/2018~~		~~03/31/2019~~			~~03/~~ 12/31/2018
Vendor 1		19	%	—
Vendor 2		12	%	—		—
Vendor 2	3		—		—		2111	%
Vendor 4		—		10	%

Vendor concentration as a percentage of purchases for the six months ended December 31, 2019 and 2018 are as follows:

	Six Months 12/31/2019			Six Months 12/31/2018
Vendor 1		18	%		—
Vendor 3		—			10	%

Customers

Customer concentration as a percentage of revenue for the three ~~and nine~~ months ended ~~March~~December 31, 2019 and 2018 are as follows:

	Three Months 12/31/2019			Three Months 12/31/2018
Customer 1		55	%		—
Customer 2		29	%		23	%
Customer 3		—			35	%
Customer 4		—			15	%
Customer 5		—			12	%

Customer concentration as a percentage of revenue (excluding grant revenue) for the six months ended December 31, 2019 and 2018 are as follows:

	Six Months 12/31/2019			Six Months 12/31/2018
Customer 1		30	%		—
Customer 2		23	%		21	%
Customer 3		14	%		19	%
Customer 4		13	%		—
Customer 5		10	%		—
Customer 6		—			14	%
Customer 7		—			21	%

Nine Months
03/31/2019 Nine Months
03/31/2018 Three Months
03/31/2019 Three Months
03/31/2018
Customer 1 12 % 44 % — —
Customer 2 14 % — — —
Customer 3 11 % — — —
Customer 4 22 % — 28 % —
Customer 5 — — 21 % —
Customer 6 — — 23 % —
Customer 7 — 23 % — 44 %
Customer 8 — — — 15 %

Note 11. Stockholders’ Equity

Underwritten Public Offering of Common Stock

During the quarter ended December 31, ~~2018,~~2019, the Company sold a total of ~~7,250,000~~5,520,000 shares of its common stock at a price to the public of ~~$4.25~~$6.25 per share for aggregate gross proceeds of ~~$30.8~~$34.5 million before deducting the underwriting discount and offering expenses payable by the Company of approximately ~~$2.1~~$2.3 million. The Company expects to use the proceeds of the offering to fund the Company’s operations and growth of its business, including for capital expenditures, working capital, research and development, the commercialization of its technology and other general corporate purposes.

During the nine months ended March 31, 2019, the Company also issued 113,592 shares of its common stock to investors in the Company’s private placement that closed in May 2017. These issuances were made pursuant to the price-protection provisions granted to such investors in their subscription agreements.

Equity Incentive Plans

During the ~~nine~~six months ended ~~March~~December 31, 2019, the Company granted employees and directors options to purchase an aggregate of ~~953,455~~189,000 shares of common stock with a weighted average grant date fair value of ~~$2.82.~~$4.38. 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:

	~~Nine~~Six Months Ended ~~March~~December 31, 2019
Exercise price	$~~3.78 – $8.18~~	7.55 - 8.09
Expected term (years)	~~4.00~~4.75 – ~~7.00~~	5.00
Risk-free interest rate	~~2.19~~1.65% – ~~3.01%~~	1.74%
Volatility	66 ~~– 69%~~	- 67%
Dividend yield	0%
Weighted Average Grant Date Fair Value of Options granted during the period	$~~2.82~~	4.38

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.

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.

During the ~~nine~~six months ended ~~March~~December 31, 2019 the Company awarded certain employees and contractors grants of an aggregate of ~~676,880~~803,061 restricted stock units (“RSUs”) with a weighted average grant date fair value of ~~$6.10.~~$7.70. 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.

During the nine months ended March 31, 2019 the Company granted 119,500 performance-based restricted stock units (“PBRSU”) to employees with a weighted average grant date fair value per share of $8.30. The PBRSU awards contain performance and service conditions which must be satisfied for an employee to earn the award.

Any portion of grants awarded to consultants and other service providers as to which the repurchase option for restricted stock awards has not lapsed or for which an option or restricted stock unit has not vested is accrued on the Condensed Consolidated Balance Sheet as a component of accounts payable and accrued expenses. As of March 31, 2019, and June 30, 2018, the accrued stock-based compensation was $192,158 and $395,539, respectively.

Compensation expense related to our stock-based awards described above was as ~~follows:~~follows (in thousands):

Three Months Ended March 31,
2019 2018
Share based compensation expense $ 2,255,301 $ 1,551,500

	Three Months Ended December 31,				Six Months Ended December 31,
	2019		2018		2019		2018
Research and Development	$	790	$	645	$	1,746	$	1,559
General and Administrative		812		524		1,559		1,708
Total	$	1,602	$	1,168	$	3,305	$	3,267

Nine Months Ended March 31,
2019 2018
Share based compensation expense $ 5,521,980 $ 3,628,331

Unrecognized stock-based compensation expense and weighted-average years to be recognized are as ~~follows:~~follows (in thousands):

	As of March 31, 2019				As of December 31, 2019
	Unrecognized stock- based compensation		Weighted- average years to be recognized		Unrecognized stock- based compensation		Weighted- average years to be recognized
Options	$	3,360,742		2.02	$	2,434		2.15
Restricted stock awards/units	$	5,070,230		1.94	$	8,203		2.21
Performance based units	$	423,914		0.43

Note 12. Commitments and Contingencies

~~Operating~~ 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 ~~Company leased three office locations in Huntersville, NC pursuant~~components of lease expense were as follows (in thousands):

Three
Months Ended
December 31,
2019

Three
Months Ended
December 31
2018

Six

Months Ended
December 31,
2019

Six

Months Ended
December 31,
2018

Operating Lease Expense

102

111

Supplemental balance sheet information related to three- and five-year lease agreements, and one month-to-month lease. The three-year lease agreement expired in April 2018 in connection with a move in corporate office location, the month to month lease expired in January 2018, and the five-year lease agreement expires in November 2022. 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.was as follows (in thousands):

	Classification on the Condensed Consolidated Balance Sheet	December 31, 2019
Assets
Operating lease assets	Other non-current assets	$	608

Liabilities
Other current liabilities	Current liabilities		112
Operating lease liabilities	Other non-current liabilities		500

Weighted Average Remaining Lease Term:
Operating leases	4.3 Years

Weighted Average Discount Rate:
Operating leases		10.97	%

The ~~total~~following table outlines the minimum future lease ~~rental expense was $37,000 and $50,000~~payments for the ~~three months ended March 31, 2019~~next five years and ~~2018, respectively. The total lease rental expense was $111,000 and $101,000 for the nine months ended March 31, 2019 and 2018, respectively.~~thereafter, (in thousands):

The aggregate rent expense on various equipment for the Company’s Huntersville, NC location and the NY Facility is recognized on a straight-line basis over the lease term. The total lease rental expense was $14,000 and $1,000 for the three months ended March 31, 2019 and 2018, respectively. The total lease rental expense was $50,000 and $72,000 for the nine months ended March 31, 2019 and 2018, respectively.

For the year ending June 30,
2020	$	85
2021		174
2022		178
2023		182
2024		149
Thereafter		—
Total lease payments (Undiscounted cash flows)		768

Less imputed interest		(155	)
Total	$	612

Ontario County Industrial Development Authority Agreement

On February 27, 2018, the Company entered into a 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 ~~“OCIDA Agreements”~~“Agreements”), each dated as of February 1, 2018, with the Ontario County Industrial Development Agency, a public benefit corporation of the State of New York (the “OCIDA”). Pursuant to the ~~OCIDA~~ Agreements, the Company ~~will lease~~leases for $1.00 annually to the OCIDA an approximately ~~9.995-acre~~9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the ~~NY Facility)~~Company’s New York fabrication facility), and ~~transfer~~transferred title to certain related equipment and personal property to the ~~OCIDA.~~OCIDA (collectively, the “Facility”). The OCIDA will lease ~~such land and improvements~~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 ~~expects~~estimates substantial tax savings during the term of the ~~OCIDA~~ Agreements, which expire on December 31, 2028. In addition, subject to the terms of the Lease and 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 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 ~~OCIDA~~ Agreements upon certain recapture events, including certain events of default.

~~Purchase Order~~

On January 14, 2019, the Company executed a price quotation (the “Purchase Order”) pursuant to which it purchased a semiconductor lithography system (the “System”), which will be used to pattern wafers for use in the production of the Company’s RF filter products, from ASML US, LLC (“ASML”). Upon execution of the purchase order the Company remitted 50% of the Purchase Price and, pursuant to the terms and conditions of the Purchase Order, the remainder of the Purchase Price will be due upon shipment and acceptance of the System.

Real Estate Contingent Liability

~~In connection~~On March 23, 2017, we entered into an Asset Purchase Agreement and a Real Property Purchase Agreement (collectively, the “STC-MEMS Agreements”) with The Research Foundation for the ~~acquisition~~State University of ~~the NY Facility~~New York (“RF-SUNY”) and ~~related~~Fuller Road Management Corporation (“FRMC”), an affiliate of RF-SUNY (collectively, “Sellers”), respectively, to acquire certain specified assets, including STC-MEMS, a semiconductor wafer-manufacturing and MEMS operation with associated wafer-manufacturing tools, and the associated real estate and improvements located in Canandaigua, NY used in the operation of STC-MEMS (the assets and real estate and improvements referred to together herein as the “STC-MEMS Business”).

In connection with the acquisition of the STC-MEMS Business, the Company agreed to pay to ~~Fuller Road Management Corporation, an affiliate of The Research Foundation for the State University of New York,~~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,~~$1.75 million, 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~~$1.75 million up to the maximum penalty (“Maximum Penalty”) defined ~~below:~~below, (in thousands):

Maximum
Penalty
Year 3, ending March 23, 2020 $ 425,228

		Maximum Penalty
Year 3, ending March 23, 2020		$	480

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 ~~16.8%~~14.8%. The 14.8% discount rate was derived from a weighted average cost of capital, modified to include the effects of the bargain purchase ~~price, and assumes a percentage chance of real estate sale of 25% in year three.~~price. As of ~~March~~December 31, 2019, and June 30, ~~2018,~~2019, the fair value of the contingent liability was ~~$425,228~~$0.5 million and ~~$1,229,966~~$0.4 million, respectively. During the three months ended ~~March~~December 31, 2019 and 2018, the Company marked the contingent liability to fair value and recorded a ~~gain~~loss of ~~$905,183~~$0.02 million and ~~$635,061,~~$0.05 million, respectively, relating to the change in fair value. During the ~~nine~~six months ended ~~March~~December 31, 2019 and 2018, the Company marked the contingent liability to fair value and recorded a ~~gain~~loss of ~~$804,738~~$0.03 million and ~~$555,756,~~$0.1 million, respectively, relating to the change in fair value.

Litigation, Claims and ~~Assessment~~Assessments

From time to time, the Company may become involved in lawsuits, investigations and claims that arise in the ordinary course of ~~business, including the matter described below.~~business. The Company believes it has meritorious defenses against all pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any pending actions, the Company believes the amount of liability, if any, with respect to such actions, would not materially affect its financial position, results of operations or cash flows.

OnEffective November 5, 2018, the ~~Company filed a Form 8-K reporting~~employment by the ~~end of employment~~Company of its former principal financial officer, John T. Kurtzweil (the “Former CFO”)~~. Mr. Kurtzweil’s employment was terminated for cause unanimously by~~, ended, after which the Company’s Board of Directors pursuant to the terms of his employment agreement, and not due to any disagreement concerning the Company’s financial statements, accounting policies or accounting practices. The Former CFO ~~disputes the termination for cause and has since~~ filed for an arbitration hearing pursuant to the terms of his employment agreement and ~~has~~ filed a complaint under the whistleblower provisions of the ~~Sarbanes Oxley~~Sarbanes-Oxley Act of 2002 with the Occupational Safety and Health Administration (“OSHA”) of the U.S. Department of Labor. ~~The~~On October 28, 2019, the Company ~~has not recorded a loss contingency associated with~~and the Former ~~CFO’s termination. In accordance~~CFO entered into a Settlement Agreement that resolved all pending disputes between the parties with no admission of liability by either party. OSHA approved the Settlement Agreement and closed its investigation of the Former ~~CFO’s employment agreement, if it is determined that grounds for termination were for cause then the expense~~CEO’s whistleblower complaint on November 26, 2019. Pursuant to the Company would be $0. If it is determined that grounds were without cause then it would result in the cash expenditure of approximately $206,000 representing 1 years’ salary, COBRA and cost of living expense, and prorated bonus up to the date of termination. Additionally,Settlement Agreement, the Company ~~would record a non-cash expense~~paid the Former CFO an all-inclusive settlement amount of ~~approximately $883,000 representing~~$375 thousand in cash. As part of the ~~immediate full vesting of~~Settlement Agreement, all unvested restricted stock units and stock options were acknowledged as forfeited as of such date. The arbitration was closed on ~~the date of termination.~~December 30, 2019.

Tax Credit Contingency

The Company accrues a liability for indirect tax contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made.

The Company’s gross unrecognized indirect tax credits totaled $0.1 million as of December 31, 2019 and $0.1 million as of ~~March 31, 2019 and~~ June 30, ~~2018, respectively,~~2019 and is recorded on the ~~Condensed~~ Consolidated Balance Sheet as a long-term liability.

Note 13. Related Party Transactions

~~AEG~~ Consulting Services

Total stock-based compensation expense related to stock-based awards granted in prior years for consulting services provided by a firm owned by one of the Co-Chairmen of the Company’s ~~Board~~board of ~~Directors, received $0~~directors was $10 thousand and ~~$10,245 cash compensation for consulting fees~~$(2) thousand for the ~~nine~~three months ended ~~March~~December 31, 2019 and 2018, ~~respectively. On November 2, 2018, the Company granted the Co-Chairman 5,000 RSUs with a fair value on the grant date of $18,900~~respectively, and stock options to purchase 10,000 shares of the Company’s common stock with a fair value on the grant date of $25,278 for consulting services provided by AEG Consulting. Both awards vest in four equal installments on each of the first four anniversaries of the grant date. The options carry an exercise price of $3.78$24 thousand and ~~have a term of 7 years.~~

~~Total share-based compensation expense related to stock-based awards granted~~$14 thousand for the ~~Co-Chairman’s consulting services was $31,854 and $8,539 for the nine~~six months ended ~~March~~December 31, 2019 and 2018, respectively.

Equipment Purchase

On October 11, 2019, the Company issued 2,500 shares of common stock to the brother of the Company’s Chief Executive Officer in exchange for equipment with a fair market value of $20,000.

Note 14. 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 segments, Foundry Fabrication Services which consists of engineering review services and STC-MEMS foundry services, and RF 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 ~~nine~~six months ended ~~March~~December 31, 2019 and 2018 are as ~~follows:~~follows (in thousands):

Foundry/
Fabrication
Services RF Product Total

Three months ended March 31, 2019
Revenue $ 159,118 $ 78,345 $ 237,463
Grant revenue — — —
Total Revenue 159,118 78,345 237,463
Cost of revenue 176,527 122,906 299,433
Gross margin (17,409 ) (44,561 ) (61,970 )
Research and development — 5,547,341 5,547,341
General and administrative — 2,460,328 2,460,328
Income (Loss) from Operations $ (17,409 ) $ (8,052,230 ) $ (8,069,639 )

Three months ended March 31, 2018
Revenue $ 255,160 $ 29,248 $ 284,408
Grant revenue — — —
Total Revenue 255,160 29,248 284,408
Cost of revenue 304,528 3,760 308,288
Gross margin (49,368 ) 25,488 (23,880 )
Research and development — 3,044,957 3,044,957
General and administrative — 2,441,992 2,441,992
Income (Loss) from Operations $ (49,368 ) $ (5,461,461 ) $ (5,510,829 )

Nine months ended March 31, 2019
Revenue $ 566,970 $ 197,318 $ 764,288
Grant revenue — 109,472 109,472
Total Revenue 566,970 306,790 873,760
Cost of revenue 665,908 147,315 813,223
Gross margin (98,938 ) 159,475 60,537
Research and development — 14,475,770 14,475,770
General and administrative — 6,705,626 6,705,626
Income (Loss) from Operations $ (98,938 ) $ (21,021,921 ) $ (21,120,859 )

Nine months ended March 31, 2018

Revenue $ 844,893 $ 37,776 $ 882,669
Grant revenue — 147,232 147,232
Total Revenue 844,893 185,008 1,029,901
Cost of revenue 827,113 4,240 831,353
Gross margin 17,780 180,768 198,548
Research and development — 9,522,353 9,522,353
General and administrative — 6,464,518 6,464,518
Income (Loss) from Operations $ 17,780 $ (15,806,103 ) $ (15,788,323 )

As of March 31, 2019
Accounts receivable $ 80,995 $ 78,351 $ 159,346
Property and equipment, net 295,511 15,189,359 15,484,870

As of June 30, 2018
Accounts receivable $ 191,846 $ 22,813 $ 214,659
Property and equipment, net 465,360 12,354,809 12,820,169

	Foundry/ Fabrication Services			RF Product			Total

Three months ended December 31, 2019
Revenue with customers	$	323		$	195		$	518
Total Revenue		323			195			518
Cost of revenue		270			517			787
Gross margin		53			(322	)		(269	)
Research and development		—			4,897			4,897
General and administrative		—			2,759			2,759
Income (Loss) from Operations	$	53			(7,978	)		(7,925	)

Three months ended December 31, 2018
Revenue with customers	$	260		$	64		$	323
Total Revenue		260			64			323
Cost of revenue		357			14			370
Gross margin		(97	)		50			(47	)
Research and development		—			4,474			4,474
General and administrative		—			1,834			1,834
Income (Loss) from Operations	$	(97	)	$	(6,258	)		(6,355	)

Six months ended December 31, 2019
Revenue with customers	$	684		$	377		$	1,061
Total Revenue		684			377			1,061
Cost of revenue		407			716			1,123
Gross margin		277			(339	)		(62	)
Research and development		—			9,967			9,967
General and administrative		—			5,569			5,569
Income (Loss) from Operations	$	277			(15,875	)		(15,598	)

Six months ended December 31, 2018
Revenue with customers	$	408		$	119		$	527
Grant revenue		—			109			109
Total Revenue		408			228			636
Cost of revenue		489			24			514
Gross margin		(81	)		204			122
Research and development		—			8,836			8,836
General and administrative		—			4,338			4,338
Income (Loss) from Operations	$	(81	)	$	(12,970	)		(13,052	)

As of December 31, 2019
Accounts receivable	$	337		$	789		$	1,126
Property and equipment, net		—		$	19,382		$	19,382

As of June 30, 2019
Accounts receivable	$	150		$	135		$	285
Property and equipment, net	$	54		$	15,124		$	15,178

Note 15. Subsequent Events

The Company is not aware of events and/or transactions occurring after the balance sheet date and before the issue date of the financials statements that require adjustment to or disclosure in the financial statements.

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 subsidiary, Akoustis, Inc. each of which are Delaware corporations.

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”) 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 (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) or (iii) above.

The 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 to continue 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”) activities; our inability to achieve acceptance of our products in the market; general economic conditions, including upturns and downturns in the industry; our limited number of patents; failure to obtain, maintain, and enforce our intellectual property rights; 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~~scale our New York wafer fabrication facility and related operations ~~into our business;~~while maintaining quality control and assurance and avoiding delays in output; 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~~weaknesses in our internal control over financial reporting; and our failure to maintain the Trusted Foundry accreditation of our New York wafer fabrication facility.

These and other risks and uncertainties, which are described in more detail in our Annual Report on Form 10-K, filed with the SEC on ~~August 29, 2018~~September 13, 2019 (the ~~“2018~~“2019 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® is an emerging commercial company focused on developing, designing, and manufacturing innovative RF filter products for the wireless industry, including for products such as smartphones and tablets, ~~cellular~~network infrastructure equipment, WiFi Customer Premise Equipment (“CPE”) and ~~military~~defense applications. Filters are critical in selecting and ~~defense communications applications.~~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. We have developed a ~~new and~~ proprietary microelectromechanical ~~systems~~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^TM~~process incorporates~~filters incorporate optimized high purity piezoelectric materials for high power, high frequency and wide bandwidth ~~applications. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RFFE.~~operation.

We believe owning the core resonator device technology, manufacturing facility and ~~manufacturing~~intellectual property (“IP”) to produce our RF filter designs is the most direct and efficient means of delivering our solutions to the market. Furthermore, our technology is based upon bulk-mode acoustic resonance, which we believe is superior to surface-mode resonance for high-band applications that include 4G/LTE, ~~emerging~~ 5G, WiFi, and ~~military~~defense applications. Although some of our target customers utilize or make the RFFE module, they may lack access to critical ~~high-band~~ultra-high-band (UHB) filter technology needed to compete in ~~high-band applications and other traditional surface-mode solutions where higher power performance is required.~~high frequency applications. We ~~intend~~seek to design, manufacture, and market our RF filter products to mobile phone original equipment manufacturers (“OEMs”), ~~military and~~ defense OEMs, ~~cellular~~network infrastructure OEMs, and WiFi CPE OEM’s ~~and~~ 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~~expand their module business.

We currently build high performance RF filter circuits, using our first generation XBAW^TM wafer process, in our 120,000-square foot wafer-manufacturing ~~plant~~facility located in Canandaigua, New York, which we acquired in June ~~2018.~~2017. As of ~~March 31, 2019,~~January 17, 2020, our intellectual property (IP) portfolio included 2229 patents, including a blocking patent that we have licensed from Cornell University. ~~We also have an option to license two additional blocking patents from the University~~Additionally, as of ~~California, Santa Barbara. Additionally,~~January 17, 2020, we have 3754 pending patent ~~applications active and pending.~~applications. These patents cover our XBAW^TMRF filter technology from ~~the substrate level~~raw materials through the system ~~application layer.~~architectures. Where possible, we leverage both federal and state level R&D grants to support development and commercialization of our technology.

We are developing RF filters for 4G/LTE, ~~emerging~~ 5G, WiFi and ~~military~~defense bands ~~and the associated~~using our proprietary resonator device models and product design kits ~~required to design our RF filters.~~(PDKs). As we qualify our first RF filter products, we are engaging with target customers to evaluate our filter solutions. Our initial designs target ~~high-band,~~UHB, sub 7 GHz 4G/LTE, ~~emerging~~ 5G, WiFi and ~~military~~defense bands. Since Akoustis owns its core technology and controls access to its intellectual property, we expect to offer several ways to engage with potential customers. First, we intend to engage with multiple wireless markets, providing standardized filters that we design and offer as standard catalog components. Second, we expect to deliver unique filters to customer-supplied specifications, which we will design and fabricate ~~for~~on a ~~specific customer.~~customized basis. Finally, we ~~will~~may offer our models and design kits for our customers to design their own filters utilizing our proprietary technology.

We have earned minimal revenue from operations since inception, and we have funded our operations primarily with development contracts, RF filter ~~prototype~~and production orders, government grants, MEMS foundry and engineering services, and sales of ~~our~~debt and equity ~~securities, and issuance of debt.~~securities. We have incurred losses totaling approximately ~~$61.7~~$85.8 million from inception through ~~March~~December 31, 2019. These losses are primarily the result of material and 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, infrastructure and premise equipment 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, Radar and WiFi applications. In March and April of 2018, we announced our first two commercial products, the AKF-1252 and the AKF-1938. In May 2018 we announced a Non-Recurring Engineering (“NRE”) contract and purchase order for a 4G/LTE infrastructure customer and provided initial samples of two Band 25 filters to this customer in October 2018. In June 2018 we announced a 5.2 GHz BAW WiFi filter for the handset market, the AKF-1652. We added our first 5G cellular infrastructure customer for the Citizen’s Broadband Radio Service in August 2018 and announced first samples to our 5G customer in March 2019. We announced a second 5G cellular infrastructure customer in October 2018, with initial samples expected by June 2019. In September 2018, we recorded our first XBAW^TM filter revenue from our military customer for pre-production units and received a follow-on order in addition to the original purchase order for production units. In December 2018, we introduced the AKF-1256, a 5.6 GHz BAW filter for the WiFi market and shipped samples to select partners for evaluation and testing. We are currently shipping production units of the AKF-1938 to our military customer and have shipped pre-production units of our AKF-1252 product to multiple WiFi customers, including a new customer that signed a supply agreement with an initial order of more than 80,000 AK-1252 filters, which were delivered in the quarter ended March 31, 2019. As we receive customer evaluations for our growing portfolio, we will do further iterations on the designs and provide next generation samples for evaluation and characterization.

To succeed, we must convince mobile phone OEMs, RFFE module manufacturers, cellular infrastructure OEMs, WiFi CPE OEMs and military customers to use our XBAW^TM filter technology in their systems and modules. However, since there are 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.

~~In July 2018, we completed the qualification of our high purity piezoelectric materials process and our XBAW~~^TM manufacturing process to support an initial product family of 4G/LTE, emerging 5G mobile, WiFi and military filter solutions. Now that 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 1 GHz to 7 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, ~~but~~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.

As of ~~May 6, 2019,~~January 24, 2020, the Company had ~~$32.8~~$44.4 million of cash and cash equivalents to fund our 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. ~~These funds are expected to be sufficient to fund our operations beyond the next twelve months from the date of filing of this Form 10-Q.~~ 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, and our success in commercialization. We anticipate adding employees for R&D in both our New York and North Carolina facilities, as well as G&A functions, to support our efforts. We expect capital expenditures to be ~~approximately $6.0~~between $8 million and $10 million for the purchase of equipment and software during the next 12 months.

The amounts we actually spend 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 product testing, R&D, market conditions and changes in or revisions to our marketing ~~strategies, and the integration of our New York wafer fabrication facility and related operations into our business.~~strategies.

Commercial development of 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.

Recent Developments

On November 19, 2019 Akoustis shipped 60,000 5.6 GHz filters to an existing distributor partner. In early December 2019, the Company received its first 5G network infrastructure filter order for small cell base stations.

On December 16, 2019 the Company shipped two new XBAW filters to its 5G mobile customer, bringing the total number of mobile filters shipped to the customer to three. In December 2019, Akoustis also shipped the first sample of its wafer level package (WLP), with the small form factor designed to penetrate the mobile device market.

At the end of December 2019, Akoustis shipped five new S-band filters in the 2-4 GHz range to a defense customer for phased array radar applications. The Company also shipped its tandem 5.2/5.6 GHz WiFi filter solutions to a tier-1 OEM and received a second 5G massive MIMO network infrastructure development order from a tier-1 customer.

Underwritten Public Offering of Common Stock

During the quarter ended December 31, 2019, the Company sold a total of 5,520,000 shares of its common stock at a price to the public of $6.25 per share for aggregate gross proceeds of $34.5 million before deducting the underwriting discount and offering expenses payable by the Company of approximately $2.3 million. The Company expects to use the proceeds of the offering to fund the Company’s operations and growth of its business, including for capital expenditures, working capital, research and development, the commercialization of its technology and other general corporate purposes.

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 ~~2018~~2019 Annual Report.

Results of Operations

Three Months Ended ~~March~~December 31, 2019 and 2018

Revenue

The Company recorded revenue of ~~$0.2~~$0.5 million during the three months ended ~~March~~December 31, 2019 as compared to $0.3 million for the three months ended ~~March~~December 31, 2018. Revenue recorded during the three months ended ~~March~~December 31, 2019 included ~~$0.1~~$0.2 million of RF filter and amplifier sales and ~~$0.1~~$0.3 million of ~~revenue for~~ non-recurring engineering ~~services provided at the NY Facility.~~services. The ~~revenue~~RF filters sales were primarily sales of infrastructure filters as well as WiFi filters. Revenue for the three months ended ~~March~~December 31, 2018 consisted of ~~$0.3~~$0.2 million of ~~revenue for foundry~~non-recurring engineering services ~~provided at the NY Facility.~~and $0.1 million of RF filter and amplifier sales.

Cost of Revenue

The Company recorded cost of revenue of ~~$0.3~~$0.8 million in ~~each of~~ the three months ended ~~March~~December 31, 2019 and $0.4 million in the three months ended December 31, 2018, which included direct labor, direct materials and facility costs. The increase in cost of sales was primarily related to sales of infrastructure and WiFi filters.

Research and Development Expenses

R&D expenses were ~~$5.5~~$4.9 million for the three months ended ~~March~~December 31, 2019 and were ~~$2.5~~$0.4 million, or ~~82%~~9%, higher than the prior year amount for the same period of ~~$3.0~~$4.5 million. The period-over-period increase was primarily in the areas of R&D personnel costs. Personnel costs, including stock-based compensation, ~~materials and depreciation. Personnel costs~~ were ~~$1.9~~$2.7 million compared to ~~$1.4~~$2.4 million in the prior year period, an increase of ~~$0.6~~$0.3 million or ~~42%~~15%. The higher ~~spend~~personnel cost was due to additional R&D headcount at both the Huntersville, NC location and the Company’s Canandaigua NY ~~Facility. Stock-based compensation of $1.5 million for the three months ended March 31, 2019 was $0.8 million, or 115%, higher than the three months ended March 31, 2018 mostly due to a change~~wafer-manufacturing facility (the “NY Facility”) as well as an increase in the fair value of awards from prior periods. Material costs of $0.8 million primarily associated with the NY Facility were $0.6 million higher than the comparative period due to increased R&D activity. Lastly, depreciation expense was $0.6 million compared to $0.2 million in 2018 primarily due to additional capital expenditures made during the year.stock-based compensation.

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 for the ~~each of~~ three months ended ~~March~~December 31, 2019 ~~and 2018~~ were ~~$2.4 million. Components~~$2.8 million, which is an increase of $1.0 million compared to the three months ended December 31, 2018. Year over year changes within G&A expenses include ~~a $0.3 million, or 39%,~~an increase in ~~personnel costs as a result of additional headcount added throughout the year. Offsetting the personnel increase were decreases in~~employee compensation including stock based compensation of ~~$0.1~~$0.6 million as well as an increase in professional fees ~~and other G&A expenses.~~of $0.3 million.

Other (Expense)/Income

Other ~~expense~~expenses for the three months ended ~~March~~December 31, 2019 ~~was~~were $1.4 million, which included ~~a gain on the contingent real estate liability~~debt discount amortization of ~~$0.9~~$0.8 million, interest ~~income~~expense, net of ~~$0.2~~$0.3 million, and ~~rental income of $0.1 million, offset by $1.0 million of interest expense related to the amortization of debt issuance costs and interest on the convertible notes and~~ a ~~loss of $1.6 million on the~~ change in the fair value of the derivative liability related to our convertible senior secured notes. Other income for the three months ended March 31, 2018 was $0.7 million, consisting of a gain of $0.6 million on the change in the fair value of our derivative liability of $0.3 million. Other expenses for the three months ended December 31, 2018 were $0.4 million, consisting of interest expense of $0.3 million and ~~rental~~$0.5 million of debt discount amortization offset by a $0.3 million reduction of our derivative liability and interest income of $0.1 million.

Net Loss

The Company recorded a net loss of ~~$9.4~~$9.3 million for the three months ended ~~March~~December 31, 2019, compared to a net loss of ~~$4.8~~$6.7 million for the three months ended ~~March~~December 31, 2018. The period-over-period incremental loss of ~~$4.6~~$2.6 million, or ~~96%~~38%, was primarily driven by ~~a loss on the change~~an increase in ~~fair value~~other expenses of ~~the derivative liability~~$1.0 million, increases in R&D related compensation of ~~$1.6 million, increased net interest expense of $0.8 million, higher personnel costs of $0.8 million, R&D materials $0.6~~$0.4 million and ~~increased stock~~increases in general expenses, including professional fees and compensation of ~~$0.7~~$0.9 million.

~~Nine~~Six Months Ended ~~March~~December 31, 2019 and 2018

Revenue

The Company recorded revenue of ~~$0.9~~$1.1 million during the ~~nine~~six months ended ~~March~~December 31, 2019 as compared to ~~$1.0~~$0.6 million for the ~~nine~~six months ended ~~March~~December 31, 2018. Revenue recorded during the ~~nine~~six months ended ~~March~~December 31, 2019 included $0.4 million of RF filter and amplifier sales, $0.3 million of foundry services, and $0.4 million of revenue for non-recurring engineering ~~services, $0.2 million of foundry services provided at the NY Facility, $0.2 million in RF filter and amplifier sales, and $0.1 million in grant revenue.~~services. The revenue for the ~~nine~~six months ended ~~March~~December 31, 2018 ~~included $0.8~~consisted of $0.3 million of revenue for non-recurring engineering services, $0.1 million of revenue for foundry services, ~~provided at the NY Facility,~~$0.1 million of grant revenue and $0.1 million ~~in grant revenue.~~of RF filter and amplifier sales.

Cost of Revenue

The Company recorded cost of revenue of ~~$0.8~~$1.1 million in ~~each of~~ the ~~nine~~six months ended ~~March~~December 31, 2019 and $0.5 million in the six months ended December 31, 2018, which included direct labor, direct materials and facility costs. The increase in cost of sales was primarily related to sales of infrastructure and WiFi filters.

Research and Development Expenses

R&D expenses were ~~$14.5~~$10.0 million for the ~~nine~~six months ended ~~March~~December 31, 2019 and were ~~$5.0~~$1.2 million, or ~~52%~~14%, higher than the prior year amount for the same period of ~~$9.5~~$8.8 million. The period-over-period increase was primarily in the areas of R&D personnel ~~stock-based compensation,~~costs and R&D equipment depreciation. Personnel costs, including stock-based compensation, were ~~$5.5~~$5.8 million compared to ~~$3.7~~$5.1 million ~~in the comparative period~~ in the prior year period, an increase of ~~$1.8~~$0.7 million or ~~47%~~14%. The higher ~~spend~~personnel cost was due to additional R&D ~~personnel~~headcount at both the Huntersville, NC location and the NY Facility. ~~Stock-based compensation of $3.0~~Depreciation expense was $0.2 million ~~for the nine months ended March 31, 2019 was $1.2 million, or 69%,~~ higher than the ~~nine months ended March 31, 2018 due to change in the fair value of awards from~~ prior periods. In addition, depreciation costs were $1.7 million as compared to $0.5 million in the comparative period ended March 31, 2018, which was an increase of $1.2 million, or 229%, attributed primarily to additional capital expenditures made during the year.year at $1.4 million.

General and Administrative Expense

General and administrative (“G&A&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 for the ~~nine~~six months ended ~~March~~December 31, 2019 were ~~$6.7~~$5.6 million, ~~versus $6.5~~which is an increase of $1.2 million compared to the six months ended December 31, 2018. Year over year changes within G&A expenses include an increase in employee compensation including stock compensation, of $0.5 million, an increase in professional fees of $0.5 million and an increase in other administrative expenses of $0.2 million.

Other (Expense)/Income

Other expenses for the six months ended December 31, 2019 were $2.7 million, which included debt discount amortization of $1.5 million, interest expense of $0.8 million, and a change in fair value of our derivative liability of $0.7 million. These expenses were partially offset by interest income of $0.2 million. Other expenses for the six months ended December 31, 2018 were $1.0 million, consisting of $0.8 million of debt discount amortization and interest expense of $0.6 million. These were partially offset by interest income of $0.1 million and a reduction to our derivative liability of $0.2 million.

Net Loss

The Company recorded a net loss of $18.3 million for the ~~comparative period in~~six months ended December 31, 2019, compared to a net loss of $14.1 million for the ~~prior year.~~six months ended December 31, 2018. The ~~increase~~period-over-period incremental loss of ~~$0.2~~$4.2 million, or 3%30%, was ~~associated mainly with~~primarily driven by an increase in other expenses of $1.7 million, increases in ~~personnel costs~~R&D related expenses of $1.1 million and ~~stock-based compensation, offset by decreases~~increases in general expenses, including professional fees ~~depreciation,~~ and ~~other general and administrative expenses. Personnel costs~~compensation of $2.5 million were higher by $0.6 million, or 29%, compared to the same period in the prior year due to the increase in the number of administrative personnel. Stock-based compensation for the nine months ended March 31, 2019 was $2.5 million, an increase of $0.7 million, or 36%, compared to the same period in the prior year as a result of the recording of the change in the fair value of stock grants issued. Professional fees of $1.0 million, associated with legal, accounting and investor relations, decreased by $0.4 million, or 30%. In addition, depreciation and other general expenses decreased by $0.5 million, or 67%.$1.2 million.

Liquidity and Capital Resources

Financing Activities

Since inception, the Company has recorded approximately $1.1 million of revenue from contract research and government grants, and $1.7 million of foundry services revenue. Our operations thus far have been funded primarily with contract research and government grants, foundry services and sales of our equity and debt securities.

The Company had ~~$34.6~~$46.4 million of cash and cash equivalents on hand as of ~~March~~December 31, 2019, which reflects an increase of ~~$19.8~~$16.2 million compared to ~~$14.8~~$30.2 million as of June 30, ~~2018.~~2019. The ~~$19.8~~$16.2 million increase is primarily due to ~~$13.4~~$32.3 million in net cash proceeds from issuance of common stock from the recent equity raise. The Company used in$11.9 million for operating activities and ~~$4.5~~$4.1 million in capital expenditures for the ~~nine~~six months ended ~~March~~December 31, ~~2019, offset by the receipt of $37.7 million in net proceeds from sales of our common stock and issuance of convertible notes. These funds are expected to be sufficient to~~2019. The Company estimates that cash on hand will fund ~~our~~its operations, including current capital expense commitments beyond the next twelve months from the date of filing of this Form 10-Q.

Balance Sheet and Working Capital

~~March~~December 31, 2019 compared to June 30, ~~2018~~2019

As of ~~March~~December 31, 2019, the Company had current assets of ~~$35.8~~$48.3 million made up primarily of total cash on hand of ~~$34.6~~$46.3 million. As of June 30, ~~2018,~~2019, current assets were ~~$15.9~~$31.7 million comprised primarily of total cash on hand of ~~$14.8~~$30.2 million.

Property, Plant and Equipment was ~~$15.5~~$19.4 million as of ~~March~~December 31, 2019 as compared to a balance of ~~$12.8~~$15.2 million as of June 30, ~~2018.~~2019. The approximate ~~$2.7~~$4.2 million increase is primarily due to the purchase of R&D and manufacturing equipment of ~~$4.4~~$5.6 million, offset by depreciation of ~~$1.8~~$1.4 million.

Total assets as of ~~March~~December 31, 2019 and June 30, ~~2018~~2019 were ~~$52.2~~$69.3 million and ~~$29.3~~$47.9 million, respectively.

Current liabilities as of ~~March~~December 31, 2019 and June 30, ~~2018~~2019 were ~~$2.8~~$3.6 million and ~~$2.6~~$3.2 million, respectively.

Long-term liabilities totaled ~~$19.7~~$21.5 million as of ~~March~~December 31, 2019, compared to ~~$12.8~~$18.8 million as of June 30, ~~2018.~~2019. The increase of ~~$6.8~~$2.7 million was ~~mainly~~ due to the increase in convertible notes, net of debt discount and issuance costs as well as the establishment of ~~$7.6 million offset by~~ a ~~decrease in the real estate contingent~~right of use liability upon adoption of ~~$0.8~~ASC 842 which totaled $0.6 million.

Stockholders’ equity was ~~$29.7~~$44.2 million as of ~~March~~December 31, 2019, compared to ~~$13.8~~$26.0 million as of June 30, ~~2018,~~2019, an increase of ~~$15.9~~$18.2 million, or ~~114%~~70%. ~~Additional paid-in-capital (“APIC”) was $91.4 million as of March 31, 2019 and increased by $39.3 million from June 30, 2018. The~~This increase was primarily due to ~~an increase of $28.7 million in~~ common stock issued for cash, ~~$6.7~~net of issuance costs of $32.2 million, common stock issued for services of ~~APIC recorded due to the~~$3.3 million, vesting of restricted shares of $0.3 million, employee stock ~~agreements granted to employees and contractors in lieu~~purchases of ~~cash compensation~~$0.2 million and common stock issued infor payment of note interest ~~and~~of $0.5 million. These were offset by the net loss for the exercise of warrants, and $3.9 million from the change in the intrinsic value of the beneficial conversion feature of the $15.0 million principal amount of convertible notes issued in May 2018. The $15.9 million increase in stockholders’ equity consisted of the $39.3 million increase in APIC reduced by the $23.5 million net loss recorded for the ninesix months ended ~~March~~December 31, ~~2019.~~ 2019 of $18.3 million.

Cash Flow Analysis

Operating activities used cash of ~~$13.4~~$12.0 million during the ~~nine~~six months ended ~~March~~December 31, 2019 and ~~$11.1~~$8.6 million during the 2018 comparative period. The ~~$2.3~~$3.4 million period-over-period increase in cash used was attributable to higher operating expenses associated with the ramp up of development and commercialization activities (primarily R&D personnel and material costs).

Investing activities used cash of ~~$4.5~~$4.3 million for the ~~nine~~six months ended ~~March~~December 31, 2019 compared to ~~$5.3~~$1.8 million for the comparative period ended ~~March~~December 31, 2018. The ~~$0.8~~$2.5 million period-over-period ~~decrease~~increase was primarily due to ~~decreased~~increased spend on R&D ~~equipment and leasehold improvements.~~equipment.

~~Financing~~Cash provided by financing activities ~~provided cash of $37.7~~was $32.5 million for the ~~nine~~six months ended ~~March~~December 31, 2019 ~~versus $13.3~~compared to $37.6 million for the comparative period ended December 31, 2018 due a reduction in cash received from equity and convertible note issuances in the comparative period. Proceeds from the issuance of common stock were $28.7 million in the nine month period ended March 31, 2019 versus $13.2 million in the 2018 comparative period. Additionally, the company received $8.9 million in proceeds from the sale of convertible notes in the nine months ended March 31, 2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under 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 recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls 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 accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and our Interim Chief Financial Officer (our principal executive officer and principal financial officer) of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~December 31, 2019. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of such ~~date.~~date due to the material weaknesses described below with respect to our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in our annual report on Form 10K for the fiscal year ended June 30, 2019, we identified the following material weaknesses in the Company’s internal controls over financial reporting:

The Company did not design and implement effective Information Technology General Controls (“ITGC”) for certain information systems that are relevant to the preparation of the Company’s financial statements. Specifically, applications supporting the processes of payroll, cash management, fixed assets and financial close included deficiencies related to user access controls, change management, information technology operations and third-party service providers. These ITGC deficiencies, combined with inadequate compensating review controls, create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis.

Management review controls designed to address risks associated with complex accounting matters that arise from significant routine and non-routine transactions – related to revenue, share-based compensation, research and development expense, and debt – to ensure that those transactions are properly accounted for in accordance with U.S. GAAP did not operate effectively.

Remediation Plan

IT General Controls: During the first quarter of fiscal year 2020, key mitigating controls were designed and implemented to mitigate risks in the absence of full year coverage of SSAE-18 (SOC1) reports. These controls will be tested for design and operating effectiveness during fiscal year 2020.

Non-Routine Transaction Review: During the first quarter of fiscal year 2020, controls were designed and implemented to mitigate risks related to review of all non-routing, material transactions specifically around revenue, share-based compensation, research and development expense and debt. These controls will be tested for design and operating effectiveness during fiscal year 2020.

Changes in Internal Control over Financial Reporting

~~There~~Other than the mitigating controls referenced above, there have been no changes in our internal control over financial reporting that occurred during the quarterly period covered by this report 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 as noted below, 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.

Effective November 5, 2018, the employment by the Company of its former principal financial officer, John T. Kurtzweil (the “Former CFO”), ended, after which the Former CFO filed for an arbitration hearing pursuant to the terms of his employment agreement and filed a complaint under the whistleblower provisions of the Sarbanes-Oxley Act of 2002 with the Occupational Safety and Health Administration (“OSHA”) of the U.S. Department of Labor. On October 28, 2019, the Company and the Former CFO entered into a Settlement Agreement that resolved all pending disputes between the parties with no admission of liability by either party. OSHA approved the Settlement Agreement and closed its investigation of the Former CEO’s whistleblower complaint on November 26, 2019. Pursuant to the Settlement Agreement, the Company paid the Former CFO an all-inclusive settlement amount of $375 thousand in cash. As part of the Settlement Agreement, all unvested restricted stock units and stock options were acknowledged as forfeited as of such date. The arbitration was closed on December 30, 2019.

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

In addition to 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, ~~2018.~~2019. 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. ~~Other than as set forth below, there~~There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our ~~2018~~2019 Annual Report.

~~Problems in scaling our manufacturing operations could have a material adverse effect on our business.~~

Future customer demand may require us to significantly increase our manufacturing capacity. There are substantial technical challenges to increasing manufacturing capacity, including equipment acquisition lead times, materials procurement, scaling our manufacturing process, manufacturing site expansion, and the need to significantly increase production yields while maintaining or improving quality control and assurance. Developing commercial-scale manufacturing facilities will require the investment of substantial additional funds and the hiring and retention of additional management, quality assurance, quality control and technical personnel who have the necessary manufacturing experience. The scaling of manufacturing capacity is subject to numerous risks and uncertainties and may lead to variability in product quality or reliability, increased construction timelines, as well as resources required to acquire, install and maintain manufacturing equipment, among others, all of which can lead to unexpected delays in manufacturing output. Additionally, the production of our products must occur in a highly controlled and clean environment to minimize particles and other yield- and quality-limiting contaminants. Weaknesses in process control or minute impurities in materials may cause a substantial percentage of defective products. We may not be able to maintain stringent quality controls and contamination problems could arise. Material defects in our products could result in loss or delay of revenues, delayed market acceptance, damage to our reputation, lost customers, legal claims, increased insurance costs or increased service and warranty costs. If we are unable to successfully scale up our manufacturing operations to meet customer demand, our business growth could be materially adversely affected.

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

~~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. During the third quarter of fiscal 2019, the Company repurchased an aggregate 21,125 shares of restricted stock in connection with the resignation of an employee pursuant to the terms of such employee’s award agreement, 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)

January 2019 — $ .001 — 225,281
February 2019 — $ .001 — 219,203
March 2019 21,125 $ .001 — 195,578
Total 21,125 — — 195,578
~~(1)~~ As of March 31, 2019, approximately 6,078 shares and 189,500 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

On October 11, 2019, the Company issued 2,500 shares of common stock to the brother of the Company’s Chief Executive Officer in exchange for equipment with a fair market value of $20,000. The shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Other than asthe issuance described above 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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

3.1 Articles of Conversion of the Company, as filed with the Nevada Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

3.2 Certificate of Conversion of the Company, as filed with the Delaware Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

3.3 Certificate of Incorporation, as filed with the Delaware Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

3.4 Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

~~10.1*†~~3.5 ~~Price Quotation,~~Certificate of Amendment to the Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on November 4, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2019)
10.1† Purchase Order and Agreement of Sale, dated ~~January 14,~~October 25, 2019, by and between the Company and ~~ASML US, LLC~~EV Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2019)

10.2†† Amendment to 2018 Stock Incentive Plan (incorporated by reference to Appendix B of the Company’s definitive proxy statement for its 2019 Annual Meeting of Stockholders, filed September 24, 2019)
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 Document

101.SCH* XBRL Taxonomy Schema Document

101.CAL* XBRL Taxonomy Calculation Linkbase Document

101.DEF* XBRL Taxonomy Definition Linkbase Document

101.LAB* XBRL Taxonomy Label Linkbase Document

101.PRE* XBRL Taxonomy Presentation Linkbase Document

* Filed herewith
* Filed herewith

~~† Confidential portions of this exhibit have been omitted~~
† Confidential portions of this exhibit have been omitted

†† 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: ~~May 10, 2019~~January 31, 2020 Akoustis Technologies, Inc.

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

29

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)

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒☐

~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Stock, $0.001 par value~~	~~AKTS~~	~~The Nasdaq Stock Market LLC~~

		Page No.

	PART I — FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2019 and June 30, 2019 (unaudited)		1

Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2019 and 2018 (unaudited)		2

Condensed Consolidated Statements of ~~Operations~~Changes in Stockholders’ Equity for the three and ~~nine~~six months ended ~~March~~December 31, 2019 and 2018 (unaudited)		3

Condensed Consolidated ~~Statement of Changes in Stockholders’ Equity for the nine months ended March 31, 2019 and 2018 (unaudited)~~		4

~~Condensed Consolidated~~ Statements of Cash Flows for the ~~nine~~six months ended ~~March~~December 31, 2019 and 2018 (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	1920

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26

ITEM 4.	CONTROLS AND PROCEDURES	2726

	PART II — OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	27

ITEM 1A.	RISK FACTORS	27

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2927

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2927

ITEM 4.	MINE SAFETY DISCLOSURES	2927

ITEM 5.	OTHER INFORMATION	2927

ITEM 6.	EXHIBITS	2927

EXHIBIT INDEX		3028

SIGNATURES		3129

	March 31,		June 30,
	2019		2018

Assets

Assets:
Cash and cash equivalents	$	34,633,363	$	14,816,717
Accounts receivable		159,346		214,659
Inventory		149,807		57,556
Prepaid expenses		296,906		305,942
Other current assets		590,203		484,173
Total current assets		35,829,625		15,879,047

Property and equipment, net		15,484,870		12,820,169

Intangibles, net		351,747		264,295

Assets held for sale, net		300,000		333,250

Other assets		198,656		11,155
Total Assets	$	52,164,898	$	29,307,916

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable and accrued expenses	$	2,800,321	$	2,593,432
Deferred revenue		3,920		52,938
Total current liabilities		2,804,241		2,646,370

Long-term Liabilities:
Contingent real estate liability		425,228		1,229,966
Convertible notes payable, net		19,099,589		11,464,632
Other long-term liabilities		135,836		117,086
Total long-term liabilities		19,660,653		12,811,684

Total Liabilities		22,464,894		15,458,054

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; 30,008,412 and 22,203,437 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively		30,008		22,203
Additional paid in capital		91,383,199		52,074,343
Accumulated deficit		(61,713,203)		(38,246,684	)
Total Stockholders’ Equity		29,700,004		13,849,862
Total Liabilities and Stockholders’ Equity	$	52,164,898	$	29,307,916

	For the Three Months Ended March 31, 2019			For the Three Months Ended March 31, 2018			For the Nine Months Ended March 31, 2019			For the Nine Months Ended March 31, 2018

Revenue
Revenue with customers	$	237,463		$	284,408		$	764,288		$	882,669
Grant revenue		—			—			109,472			147,232
Total revenue		237,463			284,408			873,760			1,029,901

Cost of revenue		299,433			308,288			813,223			831,353

Gross profit		(61,970	)		(23,880	)		60,537			198,548

Operating expenses
Research and development		5,547,341			3,044,957			14,475,770			9,522,353
General and administrative expenses		2,460,328			2,441,992			6,705,626			6,464,518
Total operating expenses		8,007,669			5,486,949			21,181,396			15,986,871

Loss from operations		(8,069,639	)		(5,510,829	)		(21,120,859	)		(15,788,323	)

Other (expense) income
Interest (expense) income		(780,698	)		139			(2,006,099	)		1,136
Rental income		69,644			72,637			206,985			244,825
Other income		—			352			—			352
Change in fair value of contingent real estate liability		905,183			635,061			804,738			555,756
Change in fair value of derivative liabilities		(1,558,401	)		—			(1,371,700	)		—
Total other (expense) income		(1,364,272	)		708,189			(2,366,076	)		802,069
Net loss	$	(9,433,911	)	$	(4,802,640	)	$	(23,486,935	)	$	(14,986,254	)

Net loss per common share - basic and diluted	$	(0.31	)	$	(0.22	)	$	(0.88	)	$	(0.73	)

Weighted average common shares outstanding - basic and diluted		29,959,908			22,284,528			26,659,999			20,499,917

	December 31,			June 30,
	2019			2019

Assets

Assets:
Cash and cash equivalents	$	46,253		$	30,054
Accounts receivable		1,126			285
Inventory		94			94
Other current assets		874			1,289
Total current assets		48,347			31,722

Property and equipment, net		19,382			15,178

Intangibles, net		463			388

Assets held for sale, net		21			300

Operating lease right-of-use asset		608			—
Restricted cash		100			100
Other assets		386			261
Total Assets	$	69,307		$	47,949

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable and accrued expenses	$	3,480		$	3,211
Deferred revenue		48			5
Contingent real estate liability		480			445
Operating lease liability-current		112			—
Total current liabilities		4,120			3,661

Long-term Liabilities:
Convertible notes payable, net		20,375			18,215
Operating lease liability - non current		500			—
Other long-term liabilities		118			118
Total long-term liabilities		20,993			18,333

Total Liabilities		25,113			21,994

Stockholders’ 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; 36,212,386 and 30,140,955 shares issued and outstanding at December 31, 2019 and June 30, 2019, respectively		36			30
Additional paid in capital		129,922			93,399
Accumulated deficit		(85,764	)		(67,474	)
Total Stockholders’ Equity		44,194			25,955
Total Liabilities and Stockholders’ Equity	$	69,307		$	47,949

	For the Three Months Ended December 31, 2019			For the Three Months Ended December 31, 2018			For the Six Months Ended December 31, 2019			For the Six Months Ended December 31, 2018
Revenue
Revenue with customers	$	518		$	323		$	1,061		$	527
Grant revenue		—			—			—			109
Total revenue		518			323			1,061			636

Cost of revenue		787			370			1,123			514

Gross profit (loss)		(269	)		(47	)		(62	)		122

Operating expenses
Research and development		4,897			4,474			9,967			8,836
General and administrative expenses		2,759			1,834			5,569			4,338
Total operating expenses		7,656			6,308			15,536			13,174

Loss from operations		(7,925	)		(6,355	)		(15,598	)		(13,052	)

Other (expense) income
Interest (expense) income		(1,102	)		(744	)		(2,096	)		(1,225	)
Rental income		55			70			109			137
Change in fair value of contingent real estate liability		(16	)		(54	)		(34	)		(100	)
Change in fair value of derivative liabilities		(326	)		338			(670	)		187
Total other (expense) income		(1,389	)		(390	)		(2,691	)		(1,001	)
Net loss	$	(9,314	)	$	(6,745	)	$	(18,289	)	$	(14,053	)

Net loss per common share - basic and diluted	$	(0.30	)	$	(0.24	)	$	(0.59	)	$	(0.56	)

Weighted average common shares outstanding - basic and diluted		31,428,233			27,853,225			30,876,709			25,045,913

	Common Stock						Additional									Common Stock				Additional Paid In		Accumulated			Stockholders’
	Shares			Amount			Paid In Capital			Accumulated Deficit			Stockholders’ Equity			Shares		Par Value		Capital		Deficit			Equity

Balance, June 30, 2018		22,203,437			22,203			52,074,343			(38,246,684	)		13,849,862
Cumulative-effect adjustment from adoption of ASC 606		—			—			—			20,416			20,416
Common stock issued for cash, net of issuance costs		—			—			(80,944	)		—			(80,944	)
Balance, June 30, 2019																	30,141	$	30	$	93,399	$	(67,474	)	$	25,955

Common stock issued for services		111,875			112			1,946,916			—			1,947,028			283		—		1,703		—			1,703

Common stock issued for exercise of warrants		19,086			19			70,501			—			70,520			6		—		—		—			—

Vesting of restricted shares		—			—			351,035			—			351,035			—		—		303		—			303

Common stock issued in payment of note interest		40,024			40			289,750			—			289,790			38		—		244		—			244

Net loss		—			—			—			(7,307,699	)		(7,307,699	)		—		—		—		(8,975	)		(8,975	)

Balance, September 30, 2018		22,374,422			22,374			54,651,601			(45,533,967	)		9,140,008
Common stock issued for cash, net of issuance costs		7,362,365			7,362			28,732,750			—			28,740,112
Common stock issued for services		120,744			121			1,044,195			—			1,044,316
Common stock issued for exercise of warrants		—			—			—			—			—
Intrinsic value of beneficial conversion feature		—			—			3,950,839			—			3,950,839
Vesting of restricted shares		—			—			177,693			—			177,693
Common stock issued in payment of note interest		52,922			53			243,697			—			243,750
Net loss		—			—			—			(6,745,325	)		(6,745,325	)

Balance, December 31, 2018		29,910,453			29,910			88,800,775			(52,279,292	)		36,551,393
Common stock issued for cash, net of issuance costs		1,227			1			(1	)		—			—
Common stock issued for services		46,000			46			2,125,610			—			2,125,656
Common stock issued for exercise of warrants		15,697			16			(28	)		—			(12	)
Common stock issued for exercise of options		18,750			19			133,481			—			133,500
Vesting of restricted shares		—			—			79,633			—			79,633
Common stock issued in payment of note interest		37,410			38			243,707			—			243,745
Repurchase of common shares		(21,125	)		(22	)		22			—			—
Net loss		—			—			—			(9,433,911	)		(9,433,911	)
Balance, March 31, 2019		30,008,412		$	30,008		$	91,383,199		$	(61,713,203	)	$	29,700,004

Balance, June 30, 2017		19,075,050		$	19,075		$	31,499,889		$	(16,508,057	)	$	15,010,907
Common stock issued for cash, net of issuance costs		—			—			—			—			—
Common stock issued for services		100,000			100			536,895			—			536,995
Common stock issued for exercise of warrants		9,533			10			47,655			—			47,665
Vesting of restricted shares		—			—			117,045			—			117,045
Net loss		—			—			—			(4,643,198	)		(4,643,198	)

Balance, September 30, 2017		19,184,583			19,185			32,201,484			(21,151,255	)		11,069,414
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		11,000			11			2,043,816			—			2,043,827
Common stock issued for exercise of warrants		—			—			—			—			—
Vesting of restricted shares		—			—			(254,824	)		—			(254,824	)
Repurchase of common shares		(58,152	)		(58	)		58			—			—
Net loss		—			—			—			(5,540,416	)		(5,540,416	)

Balance, December 31, 2017		22,320,700			22,321			46,599,657			(26,691,671	)		19,930,307
Common stock issued for cash, net of issuance costs		—			—			(58,133	)		—			(58,133	)
Warrants issued to underwriter		—			—			—			—			—
Common stock issued for services		20,000			20			1,693,246			—			1,693,266
Common stock issued for exercise of warrants		2,000			2			2,998			—			3,000
Vesting of restricted shares		—			—			(26,552	)		—			(26,552	)
Repurchase of common shares		(110,500	)		(111	)		111			—			—
Net loss		—			—			—			(4,802,640	)		(4,802,640	)
Balance, March 31, 2018		22,232,200			22,232			48,211,327			(31,494,311	)		16,739,248
Balance, September 30, 2019																	30,468	$	30	$	95,649	$	(76,450	)	$	19,229

	For the Nine Months Ended			For the Nine Months Ended
	March 31, 2019			March 31, 2018
							Six Months ended December 31, 2019			Six Months ended December 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(23,486,935	)	$	(14,986,254	)	$	(18,289	)	$	(14,053	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,814,590			796,258			1,419			1,187
Share-based compensation		5,521,980			3,628,331
Common stock issued for services								3,305			3,267
Amortization of debt discount		1,346,823			—			1,490			771
Amortization of operating lease right of use asset								55			—
Change in fair value of derivative liabilities		1,371,700			—			670			(187	)
Loss on disposal of fixed assets		(38,358	)		—
Non cash interest payments		777,285			—
Change in fair value of contingent real estate liability		(804,738	)		(555,756	)		34			100
Changes in operating assets and liabilities:
Accounts receivable		55,313			(518,920	)		(841	)		(98	)
Inventory		(92,251	)		118,971			—			(49	)
Prepaid expenses		9,036			(71,556	)
Other current asset		(68,478	)		(16,090	)
Other current assets								415			(92	)
Other assets		(187,501	)		(1,596	)		(125	)		(125	)
Accounts payable and accrued expenses		410,271			407,961			(175	)		737
Lease liabilities								(51	)		—
Change in other long-term liabilities		18,750			—			—			13
Deferred revenue		(66,154	)		113,438			43			(28	)
Net Cash Used In Operating Activities		(13,418,667	)		(11,085,213	)
Net Cash Used in Operating Activities								(12,050	)		(8,557	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for machinery and equipment		(4,436,485	)		(5,282,617	)		(4,171	)		(1,749	)
Cash received from sale of assets held for sale		33,250			—			28			33
Cash paid for intangibles		(91,900	)		(42,123	)		(108	)		(57	)
Net Cash Used In Investing Activities		(4,495,135	)		(5,324,740	)
Net Cash Used in Investing Activities								(4,251	)		(1,773	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		28,659,168			13,199,930
Proceeds from exercise of warrants		70,508			50,665
Proceeds from exercise of options		133,500			—
Proceeds received from convertible notes, net		8,867,272			—
Net Cash Provided By Financing Activities		37,730,448			13,250,595
Proceeds from issuance of common stock								32,277			28,659
Proceeds from stock option exercises								55			—
Proceeds from employee stock purchase plan								168			—
Proceeds from the exercise of warrants								—			71
Proceeds received from convertible note, net of issuance costs								—			8,867
Net Cash Provided by Financing Activities								32,500			37,597

Net Increase (Decrease) in Cash		19,816,646			(3,159,358	)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash								16,199			27,267

Cash - Beginning of Period		14,816,717			9,631,520
Cash, Cash Equivalents and Restricted Cash - Beginning of Period								30,154			14,817

Cash - End of Period	$	34,633,363		$	6,472,162
Cash, Cash Equivalents and Restricted Cash - End of Period							$	46,353		$	42,084

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes	$	—		$	—
Interest		255,702			199			325			—

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued interest paid in common shares								488			534
Stock compensation payable	$	203,381		$	163,746			303			—
Stock issuance costs in accounts payable and accrued expenses								107			—
ASC 606 transition adjustment		20,416			—			—			20
Warrants issued for stock issuance costs		—			645,757
Convertible Notes – Beneficial Conversion Feature		3,950,839			—			—			3,951
Reclassification of fixed assets to assets held for sale, net		—			117,023
Reclass from assets held for sale								(251	)		—
Assets purchase using common stock								40			—
Fixed assets in accounts payable								1,128			—

		December 31, 2019				December 31, 2018
Shares of restricted stock included in reportable shares outstanding			144,750				357,406


	Foundry Fabrication Services Revenue		Product Sales Revenue		Total Revenue with Customers		Foundry Fabrication Services Revenue		Product Sales Revenue		Total Revenue with Customers
MEMS	$	30,490		—	$	30,490	$	12	$	—	$	12
NRE - RF Filters		128,628		—		128,628		311		—		311
Filters/Amps		—		78,345		78,345		—		195		195
Total	$	159,118	$	78,345	$	237,463	$	323	$	195	$	518

	Contract Assets			Contract Liabilities
Balance, June 30, 2019	$	140		$	5
Closing, December 31, 2019		44			48
Increase/(Decrease)		(96	)		43

Balance, June 30, 2018	$	7		$	53
Closing, December 31, 2018		32			42
Increase/(Decrease)		25			(11	)

	Contract assets
Balance, June 30, 2018	$	6,612
YTD revenue recognition in excess of billings		57,459
Balance, March 31, 2019	$	64,071

	Fair Value Measurement Using Level 3 Inputs Total
Balance, July 1, 2018	$	1,104,701
Change in fair value of derivative liabilities		1,371,700
Balance, March 31, 2019	$	2,476,401

	Nine Months 03/31/2019			Nine Months 03/31/2018			Three Months 03/31/2019			Three Months 03/31/2018
Customer 1		12	%		44	%		—			—
Customer 2		14	%		—			—			—
Customer 3		11	%		—			—			—
Customer 4		22	%		—			28	%		—
Customer 5		—			—			21	%		—
Customer 6		—			—			23	%		—
Customer 7		—			23	%		—			44	%
Customer 8		—			—			—			15	%

	Three Months Ended March 31,
	2019		2018
Share based compensation expense	$	2,255,301	$	1,551,500

	Nine Months Ended March 31,
	2019		2018
Share based compensation expense	$	5,521,980	$	3,628,331

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)
January 2019		—	$	.001		—		225,281
February 2019		—	$	.001		—		219,203
March 2019		21,125	$	.001		—		195,578
Total		21,125		—		—		195,578

Exhibit Number		Description

3.1		Articles of Conversion of the Company, as filed with the Nevada Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

3.2		Certificate of Conversion of the Company, as filed with the Delaware Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

3.3		Certificate of Incorporation, as filed with the Delaware Secretary of State on December 15, 2016 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

3.4		Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016)

~~10.1*†~~3.5		~~Price Quotation,~~Certificate of Amendment to the Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on November 4, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2019)

10.1†		Purchase Order and Agreement of Sale, dated ~~January 14,~~October 25, 2019, by and between the Company and ~~ASML US, LLC~~EV Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2019)

10.2††		Amendment to 2018 Stock Incentive Plan (incorporated by reference to Appendix B of the Company’s definitive proxy statement for its 2019 Annual Meeting of Stockholders, filed September 24, 2019)

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 Document

101.SCH*		XBRL Taxonomy Schema Document

101.CAL*		XBRL Taxonomy Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Definition Linkbase Document

101.LAB*		XBRL Taxonomy Label Linkbase Document

101.PRE*		XBRL Taxonomy Presentation Linkbase Document

Dated: ~~May 10, 2019~~January 31, 2020	Akoustis Technologies, Inc.

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