Item 1.01 Entry into a Material Definitive Agreement.

On January 19, 2023, Akoustis Technologies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with B. Riley Securities, Inc., as representative of the several underwriters named in Schedule B thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 12,545,454 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in an underwritten public offering (the "Offering") pursuant to a Registration Statement on Form S-3, which became effective under the Securities Act of 1933, as amended (the "Securities Act"), on February 15, 2022 (File No. 333-262540) (the "Registration Statement"), and a related prospectus, including the related preliminary prospectus supplement filed with the Securities and Exchange Commission (the "SEC") on January 18, 2023 and the final prospectus supplement filed with the SEC on January 23, 2023. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for a period of 30 calendar days from January 19, 2023, to purchase up to an additional 1,636,363 shares of Common Stock solely to cover over-allotments (the "Over-Allotment Option"), which Over-Allotment Option was exercised in full. The net proceeds from the Offering were approximately $32.0 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Underwriters may be required to make in respect of those liabilities. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Offering closed on January 24, 2023.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. A copy of the opinion of K&L Gates LLP relating to the validity of the issuance and sale of the shares of Common Stock in the Offering is attached as Exhibit 5.1 hereto.




Item 8.01 Other Events.

On January 19, 2023, the Company issued a press release with respect to the pricing of the Offering. The press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                  Description

1.1         Underwriting Agreement, dated January 19, 2023, by and between
          Akoustis Technologies, Inc. and B. Riley Securities, Inc., as
          representative of the several underwriters named in Schedule B thereto
5.1         Opinion of K&L Gates LLP
23.1        Consent of K&L Gates LLP (contained in Exhibit 5.1)
99.1        Press Release, dated January 19, 2023
104       Cover Page Interactive Data File (embedded within the inline XBRL
          document).




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