Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 01, 2023 | Dec. 31, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | AKOUSTIS TECHNOLOGIES, INC. | ||
Trading Symbol | AKTS | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Common Stock, Shares Outstanding | 72,351,827 | ||
Entity Public Float | $ 148.2 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001584754 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38029 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-1229046 | ||
Entity Address, Address Line One | 9805 Northcross Center Court | ||
Entity Address, Address Line Two | Suite A | ||
Entity Address, City or Town | Huntersville | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28078 | ||
City Area Code | 1-704 | ||
Local Phone Number | 997-5735 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Assets: | ||
Cash and cash equivalents | $ 43,104 | $ 80,485 |
Accounts receivable | 4,753 | 3,793 |
Inventory | 7,548 | 4,094 |
Other current assets | 4,440 | 3,359 |
Total current assets | 59,845 | 91,731 |
Property and equipment, net | 57,826 | 51,157 |
Goodwill | 14,559 | 8,051 |
Intangibles, net | 15,241 | 8,994 |
Operating lease right-of-use asset, net | 1,374 | 1,126 |
Other assets | 72 | 279 |
Total Assets | 148,917 | 161,338 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 17,027 | 11,204 |
Contingent Consideration | 855 | |
Operating lease liability | 439 | 313 |
Deferred revenue | 105 | 286 |
Total current liabilities | 17,571 | 12,658 |
Long-term Liabilities: | ||
Convertible notes payable, net | 43,347 | 43,731 |
Contingent Consideration | 591 | |
Operating lease liability | 976 | 811 |
Promissory note payable | 667 | |
Other long-term liabilities | 117 | 117 |
Total long-term liabilities | 45,107 | 45,250 |
Total Liabilities | 62,678 | 57,908 |
Commitments and Contingencies (Note 15) | ||
Stockholders’ Equity | ||
Preferred Stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 125,000,000 shares authorized; 72,154,647 and 57,079,347 shares issued and outstanding at June 30, 2023 and June 30, 2022, respectively | 72 | 57 |
Additional paid in capital | 356,522 | 310,171 |
Accumulated deficit | (270,355) | (206,798) |
Total Stockholders’ Equity | 86,239 | 103,430 |
Total Liabilities and Stockholders’ Equity | $ 148,917 | $ 161,338 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 72,154,647 | 57,079,347 |
Common stock, shares outstanding | 72,154,647 | 57,079,347 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 27,121 | $ 15,350 |
Cost of revenue | 30,237 | 19,487 |
Gross profit | (3,116) | (4,137) |
Operating expenses | ||
Research and development | 33,243 | 35,708 |
General and administrative expenses | 29,710 | 20,710 |
Total operating expenses | 62,953 | 56,418 |
Loss from operations | (66,069) | (60,555) |
Other (expense) income | ||
Interest (expense) income | (2,322) | (77) |
Change in fair value of contingent liability | 1,446 | (347) |
Other (expense) income | (8) | |
Change in fair value of derivative liabilities | 948 | (48) |
Total Other (expense) income | 64 | (472) |
Net loss before income taxes | (66,005) | (61,027) |
Income tax expense (benefit) | (2,448) | (1,833) |
Net loss | (63,557) | (59,194) |
Net (income) loss attributable to noncontrolling interest | 167 | |
Net Loss attributable to common stockholders | $ (63,557) | $ (59,027) |
Net loss per common share - basic (in Dollars per share) | $ (1) | $ (1.09) |
Weighted average common shares outstanding - basic (in Shares) | 63,621,727 | 54,021,205 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Net loss per common share - diluted | $ (1) | $ (1.09) |
Weighted average common shares outstanding - diluted | 63,621,727 | 54,021,205 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total Akoustis Technologies, Inc. Equity | Noncontrolling Interest | Total |
Balance at Jun. 30, 2021 | $ 51 | $ 265,130 | $ (147,771) | $ 117,410 | $ 117,410 | |
Balance (in Shares) at Jun. 30, 2021 | 51,236 | |||||
Common stock issued for cash, net of issuance costs | $ 4 | 27,574 | 27,578 | 27,578 | ||
Common stock issued for cash, net of issuance costs (in Shares) | 4,178 | |||||
Stock-based compensation | $ 1 | 10,246 | 10,247 | 10,247 | ||
Stock-based compensation (in Shares) | 739 | |||||
Common stock issued for exercise of warrants | 67 | 67 | 67 | |||
Common stock issued for exercise of warrants (in Shares) | 21 | |||||
Common stock issued for exercise of options | 409 | 409 | 409 | |||
Common stock issued for exercise of options (in Shares) | 87 | |||||
ESPP purchase | $ 1 | 592 | 593 | 593 | ||
ESPP purchase (in Shares) | 135 | |||||
Common stock issued in acquisition | 4,162 | 4,162 | 4,162 | |||
Common stock issued in acquisition (in Shares) | 683 | |||||
Noncontrolling interest acquired | 1,991 | 1,991 | 167 | 2,158 | ||
Net loss | (59,027) | (59,027) | (167) | (59,194) | ||
Balance at Jun. 30, 2022 | $ 57 | 310,171 | (206,798) | 103,430 | 103,430 | |
Balance (in Shares) at Jun. 30, 2022 | 57,079 | |||||
Common stock issued for cash, net of issuance costs | $ 12 | 32,013 | 32,025 | 32,025 | ||
Common stock issued for cash, net of issuance costs (in Shares) | 12,546 | |||||
Common stock issued in payment of note interest | $ 1 | 2,683 | 2,684 | 2,684 | ||
Common stock issued in payment of note interest (in Shares) | 826 | |||||
Stock-based compensation | $ 1 | 9,406 | 9,407 | $ 9,407 | ||
Stock-based compensation (in Shares) | 1,009 | |||||
Common stock issued for exercise of options (in Shares) | ||||||
ESPP purchase | 560 | 560 | $ 560 | |||
ESPP purchase (in Shares) | 89 | |||||
Common stock issued in acquisition | $ 1 | 1,689 | 1,690 | 1,690 | ||
Common stock issued in acquisition (in Shares) | 606 | |||||
Net loss | (63,557) | (63,557) | (63,557) | |||
Balance at Jun. 30, 2023 | $ 72 | $ 356,522 | $ (270,355) | $ 86,239 | $ 86,239 | |
Balance (in Shares) at Jun. 30, 2023 | 72,155 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (63,557) | $ (59,194) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 11,256 | 7,853 |
Stock-based compensation | 9,407 | 10,247 |
Amortization of debt discount | 564 | 29 |
Non-cash interest payments | 2,684 | |
(Gain)/Loss on disposal of assets | (100) | (210) |
Change in deferred tax assets | (2,394) | |
Amortization of operating lease right of use asset | 395 | 271 |
Change in fair value of derivative liabilities | (948) | 48 |
Change in fair value of contingent consideration | (1,446) | 347 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (79) | (1,639) |
Inventory | (3,454) | (2,506) |
Other current asset | (805) | (1,241) |
Other assets | (12) | |
Accounts payable and accrued expenses | 3,522 | 2,975 |
Lease liabilities | (352) | (274) |
Other long term liabilities | 667 | (1,980) |
Deferred revenue | (181) | 91 |
Net Cash Used in Operating Activities | (44,821) | (45,195) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for machinery and equipment | (11,385) | (27,720) |
Cash received from sale of fixed assets | 121 | 357 |
Cash paid for investment in subsidiary | (13,882) | (7,579) |
Net Cash Used in Investing Activities | (25,146) | (34,942) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 32,026 | 27,578 |
Proceeds from exercise of warrants | 67 | |
Proceeds from exercise of employee stock options | 409 | |
Proceeds from employee stock purchase plan | 560 | 592 |
Proceeds received from convertible note, net of issuance costs | 43,654 | |
Net Cash Provided by Financing Activities | 32,586 | 72,300 |
Net Increase (Decrease) in Cash, Cash Equivalents | (37,381) | (7,837) |
Cash and Cash Equivalents - Beginning of Period | 80,485 | 88,322 |
Cash and Cash Equivalents - End of Period | 43,104 | 80,485 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | 40 | 112 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in payment of interest | 2,684 | |
Fixed assets included in accounts payable and accrued expenses | (393) | |
Operating lease right-of-use asset, net | 133 | |
Operating lease liability | (133) | |
Acquisition of Business | ||
Tangible assets, excluding cash and cash equivalents | 3,904 | 1,346 |
Intangibles | 8,289 | 9,452 |
Goodwill | 6,508 | 8,051 |
Deferred Tax Liability | (2,394) | (1,980) |
Contingent consideration | 1,099 | |
Liabilities assumed | (1,124) | (1,871) |
Liabilities cancelled | 88 | |
Issuance of common stock for acquisition | 1,690 | 4,162 |
Noncontrolling interest acquired | $ (2,158) |
Organization
Organization | 12 Months Ended |
Jun. 30, 2023 | |
Organization [Abstract] | |
Organization | Note 1. Organization Akoustis Technologies, Inc. (the “Company”) was incorporated on April 10, 2013, and effective December 15, 2016, the Company changed its state of incorporation to the State of Delaware. Through its wholly-owned 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, Wi-Fi Customer Premise Equipment (“CPE”), and military and defense communication applications. Located between the device’s antenna and its digital backend, the RF front-end (“RFFE”) is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. To construct the resonator devices that are the building blocks for its RF filters, the Company has developed a family of novel, high purity acoustic piezoelectric materials as well as a unique microelectromechanical system (“MEMS”) wafer semiconductor process, collectively referred to as XBAW® technology. The Company leverages its integrated device manufacturing (“IDM”) business model to develop and sell high performance RF filters using its XBAW® technology. Filters are critical in selecting and rejecting signals, and their performance enables differentiation in the modules defining the RFFE. Additionally, through RFM Integrated Device, Inc. (“RFMi”), a wholly-owned subsidiary of Akoustis, Inc., the Company makes sales of complementary surface acoustic wave (“SAW”) resonators, RF filters, crystal (Xtal) resonators and oscillators, and ceramic products branded as “RFMi” products. We also offer back-end semiconductor supply chain services through our wholly owned subsidiary, Grinding & Dicing Services, Inc. (“GDSI"), which we acquired in January 2023. |
Liquidity
Liquidity | 12 Months Ended |
Jun. 30, 2023 | |
Liquidity [Abstract] | |
Liquidity | Note 2. Liquidity As of June 30, 2023, the Company had cash and cash equivalents of $43.1 million and working capital of $42.3 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities. The Company expects its current cash and cash equivalents to be sufficient to fund its operations beyond the next twelve months from the date of filing of this Form 10-K. These funds will be used to fund the Company’s operations, including capital expenditures, R&D, commercialization of our technology, development of our patent strategy and expansion of our patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except for the $48.0 million of common stock remaining available to be sold under its ATM Sales Agreement with Oppenheimer & Co. Inc., Craig-Hallum Capital Group LLC, and Roth Capital Partners, LLC, the Company has no commitments or arrangements to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If in the future the Company is unable to obtain additional financing in a timely fashion and on acceptable terms when such financing is needed, its financial condition and results of operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of significant accounting policies Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Akoustis, Inc., RFMi, and GDSI. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of estimates and assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). The policies, estimates and assumptions include estimates and assumptions used in valuation of equity instruments, deferred taxes and related valuation allowances, contingent consideration, goodwill, fair value of the acquired intangible assets, initial fair value of the non-controlling interest, revenue recognition, derivative liabilities, and the fair values of long-lived assets. Actual results could differ from the estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits; as of June 30, 2023, approximately $42.3 million was uninsured. Accounts Receivable Accounts receivable is recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Management considers an account receivable to be past due when it is not settled under its stated terms. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended June 30, 2023 and 2022, the Company's allowance for doubtful accounts was immaterial. The Company does not have any off balance sheet credit exposure related to its customers. Inventory Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost or net realizable value. Inventory is valued on a first-in first-out basis. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from two to eleven years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred. The Company records gains or losses on the disposal of assets as the difference between net book value of assets and cash received less costs to dispose of assets. Gains or losses on the disposal of assets, as well as impairment of assets held for sale are recorded in operating expenses. Leases The Company determines if an arrangement is a lease at inception. For each lease, the lease term is determined at the commencement date and includes renewal options and termination options when it is reasonably certain that the Company will exercise that option. Operating leases with the lease terms greater than one year are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities in the Company’s consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using an estimated rate of interest the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease ROU assets are based on the liability adjusted for any prepaid or deferred rent and lease incentives. The incremental borrowing rate was utilized to discount lease payments over the expected term given that the Company’s operating leases do not provide an implicit rate. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the date of adoption or the lease commencement date. Rent expense for the operating lease is recognized on a straight-line basis over the lease term. Business Combinations The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed at their fair values on the date acquired. Goodwill represents the excess of the purchase price over the fair value of the acquired identifiable net assets. The fair values of the assets and liabilities acquired are determined based upon the Company’s valuation using a combination of market, income, or cost approaches. The valuation involves making significant estimates and assumptions, which are based on detailed financial models including the projection of future cash flows and the weighted average cost of capital. Contingent Consideration Contingent consideration relates to the potential payment for an acquisition that is contingent upon the achievement by the acquired business of revenue targets. The Company records contingent consideration at fair value based on the consideration expected to be transferred. For potential payments related to revenue target achievements, the Company estimated the fair value based on the probability of achievement of such revenue targets. The assumptions utilized in the calculation of the fair value include the probability assessments of expected future sales revenue of RFMi products in each of calendar year 2022 and 2023 and the volatility of those revenues, appropriately discounted considering the uncertainties associated with the obligation. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value are recognized within other (expense) income in the Company’s Statement of Operations. Goodwill and Intangible assets, net Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company has two operating segments and two reporting units. The Company reviews goodwill at least annually for possible impairment and will test for impairment between annual tests if an event occurs that would more likely than not reduce the fair value of the reporting unit below its carrying value. No impairment charge was recognized for the years ended June 30, 2023 and June 30, 2022. Intangible assets consist of developed technology, trademarks, and customer relationships. Applicable long–lived assets are amortized over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term in the case of patents. Estimates of useful lives and periods of expected revenue generation are reviewed for appropriateness and are based upon management’s judgment. Developed technology is amortized using the straight-line method over their weighted average useful lives of 10 years, trademarks are amortized using the straight-line method over their useful lives of 5 years and customer relationships are amortized using the straight-line method over their useful lives of 7 years. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, including property and equipment, when there are indications that the assets might be impaired. When evaluating assets for potential impairment, the Company compares the carrying value of the asset to its estimated undiscounted future cash flows. If an asset’s carrying value exceeds such estimated undiscounted cash flows, the Company records an impairment charge for the difference between the carrying amount of the asset and its fair value. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents and accounts payable approximate fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820, “ Fair Value Measurements and Disclosures ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value measurements are categorized using a valuation hierarchy for disclosure of the inputs used to measure fair value, which prioritize the inputs into three broad levels: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date, and include those financial instruments that are valued using models or other valuation methodologies. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Derivative Liability The Company evaluates its options, warrants, convertible notes, or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. The fair value of any identified embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company analyzes whether an instrument (or an embedded feature) is indexed to the Company’s own stock and uses a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. Revenue Recognition The Company derives its revenue primarily from the sale of filter products under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. In the absence of a sales agreement, the Company’s standard terms and conditions apply. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company applies a five-step approach as defined in FASB ASC 606, Revenue from Contracts with Customers (Topic 606), in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied. Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized at a point in time upon transfer of control of the products to the customer. Transfer of control occurs upon shipment to the distributor or direct customer. Returns under the Company’s general assurance warranty of products have not been material, and warranty-related services are not considered a separate performance obligation. Pricing adjustments and estimates of returns are treated as variable consideration for purposes of determining the transaction price. Sales returns are generally accepted at the Company’s discretion. Variable consideration is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. The Company records net revenue excluding taxes collected on its sales to trade customers. Accounts receivable represents the Company’s unconditional right to receive consideration from its customer. Substantially all payments are collected within the Company’s standard terms, which do not include a significant financing component. To date, there have been no material impairment losses on accounts receivable. Research and Development Research and development expenses are charged to operations as incurred. Stock–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation – Stock Compensation Awards granted by the Company generally vest over the requisite service periods, typically over a four-year or five-year period. Awards granted to non-employee directors generally vest over a one-year period from the grant date. The fair value of a restricted stock award is equal to the fair market value of a share of Company stock on the date of grant. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, and the dividend yield on the underlying stock. Expected volatility is calculated using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market over the expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The expected life of the option is calculated under the simplified method. The dividend yield is assumed to be zero Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, equity–based compensation could be materially different in the future. In addition, the Company has elected to account for the impact of forfeitures as those forfeitures occur. If the Company’s actual forfeitures are material, the equity–based compensation could be significantly different from what the Company has recorded in the current period. Income taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized and represent the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. They are measured using the enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. As part of the financial process, the Company assesses on a tax jurisdictional basis the likelihood that the Company’s deferred tax assets can be recovered. If recovery is not more likely than not (a likelihood of less than 50 percent), the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to ultimately be recoverable. In this process, certain relevant criteria are evaluated including: the amount of income or loss in prior years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, future expected taxable income, and prudent and feasible tax planning strategies. Changes in taxable income, market conditions, U.S. or international tax laws, and other factors may change the Company’s judgment regarding whether the Company will be able to realize the deferred tax assets. These changes, if any, may require material adjustments to the net deferred tax assets and an accompanying reduction or increase in income tax expense which will result in a corresponding increase or decrease in net income in the period when such determinations are made. As part of the Company’s financial process, the Company also assesses the likelihood that the Company’s tax reporting positions will ultimately be sustained. To the extent it is determined it is more likely than not (a likelihood of more than 50 percent) that some portion or all of a tax reporting position will ultimately not be recognized and sustained, a provision for unrecognized tax benefit is provided by either reducing the applicable deferred tax asset or accruing an income tax liability. The Company’s judgment regarding the sustainability of the Company’s tax reporting positions may change in the future due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the related deferred tax assets or accrued income tax liabilities and an accompanying reduction or increase in income tax expense which will result in a corresponding increase or decrease in net income in the period when such determinations are made. Recently Issued Accounting Pronouncements In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-10, "Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance" to increase transparency about certain government assistance or grants received by a business entity. This new guidance requires the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The Company adopted ASU 2021-10 on July 1, 2022. From time to time, the Company receives cash grants and tax abatements from U.S. federal and state governments which, in most cases, attach conditions for a specific duration period and generally relate to hiring employees, the construction or acquisition of assets or to developing specific technologies. If conditions are not satisfied, or the duration period for the agreement is infringed, the incentives are subject to reduction, termination, or recapture. The Company's accounting policy is to recognize a benefit to the income statement over the duration of the program when the conditions, including the required spending attached to the incentive are achieved and the Company is expected to complete any further requirements. A grant that compensates for operational expenses is recognized as a reduction from the nature of the expense the grant is designated to offset. A grant related to property, plant and equipment investments is recognized as a reduction to the cost-basis of the underlying assets with an ongoing reduction to depreciation expense based on the useful lives of the related assets. During fiscal 2023, the Company received a de-minimis amount related to these programs. In August 2022, the Creating Helpful Incentives to Produce Semiconductors and Science Act (the "CHIPS Act") was signed into law. The CHIPS Act provides for a 25% refundable tax credit on certain investments in domestic semiconductor manufacturing. The credit is provided for qualifying property, which is placed in service after December 31, 2022. The CHIPS Act also provides for certain other financial incentives to further investments in domestic semiconductor manufacturing. The Company is evaluating the provisions of the new law and its potential impact to the Company. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. The IRA establishes a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion and is effective for tax years beginning after December 31, 2022. In addition, the IRA also introduced a nondeductible 1% excise tax on a publicly traded corporation for the net value of certain stock repurchases during the tax year (effective for repurchases after December 31, 2022). The new law did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company is currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements but does not expect it to have a material impact on the Company’s consolidated financial statements. |
Revenue Recognition from Contra
Revenue Recognition from Contracts with Customers | 12 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition from Contracts with Customers [Abstract] | |
Revenue Recognition from Contracts with Customers | Note 4. Revenue Recognition from Contracts with Customers Disaggregation of Revenue The Company’s primary revenue streams include fabrication services and product sales across multiple geographic regions primarily the Americas, Asia and Europe. Fabrication Services Fabrication services revenue includes Non-Recurring Engineering (“NRE”) and backend packaging services. Under these contracts, products are delivered to the customer at the completion of the service which represents satisfaction of the performance obligation as well as transfer of title. Depending on language with regards to enforceable right to payment for performance completed to date, related revenue will either be recognized over time or at a point in time. Product Sales Product sales revenue consists of sales of RF filters, which are primarily 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 by geographic region for the year ended June 30, 2023 (in thousands): Fabrication Product Total Americas $ 7,287 $ 3,892 $ 11,179 Asia 1,503 11,493 12,996 Europe 161 2,771 2,932 Other — 14 14 Total $ 8,951 $ 18,170 $ 27,121 The following table summarizes the revenues of the Company’s reportable segments for the year ended June 30, 2022, (in thousands): Fabrication Product Total Americas $ 1,389 $ 2,388 $ 3,777 Asia 484 8,146 8,630 Europe — 2,930 2,930 Other — 13 13 Total $ 1,873 $ 13,477 $ 15,350 Performance Obligations The Company has determined that contracts for product sales revenue and fabrication services revenue involve one performance obligation, which is delivery of the final product. Contract Balances 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. The following table summarizes the changes in the opening and closing balances of the Company’s contract asset (included in Other current assets on the Consolidated Balance Sheet) and contract liability (included as Deferred revenue on the Consolidated Balance Sheet) for the years ended June 30, 2023 and 2022 (in thousands): Contract Contract Balance, June 30, 2022 $ 923 $ 286 Closing, June 30, 2023 1,894 70 Increase/(Decrease) 971 (216 ) Balance, June 30, 2021 $ 411 $ 41 Closing, June 30, 2022 923 286 Increase/(Decrease) 512 245 The amount of revenue recognized in the year ended June 30, 2022 that was included in the opening contract liability balance consisted of $0.3 million that related to filter product sales. Contract assets are recorded when revenue recognized exceeds the amount invoiced. The difference between the 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 year ended June 30, 2023 that was included in the opening contract asset balance was $0.9 million, which primarily related to non-recurring engineering business. Backlog of Remaining Customer Performance Obligations As of June 30, 2023, the Company had partially unsatisfied performance obligations related to contracts with an original expected duration of greater than one year. Revenue expected to be recognized from these performance obligations was $40 thousand as of June 30, 2023. The Company’s backlog may vary significantly each reporting period based on the timing of major new contract commitments. In addition, our customers have the right, under some infrequent circumstances, to terminate contracts or defer the timing of the Company’s services and their payments to us. |
Inventory
Inventory | 12 Months Ended |
Jun. 30, 2023 | |
Inventory [Abstract] | |
Inventory | Note 5: Inventory Inventory consisted of the following as of June 30, 2023 and June 30, 2022 (in thousands): June 30, June 30, 2022 Raw Materials $ 1,574 $ 1,077 Work in Process 3,741 1,061 Finished Goods 2,233 1,956 Total Inventory $ 7,548 $ 4,094 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and equipment, net | Note 6. Property and equipment, net Property and equipment consisted of the following as of June 30, 2023 and 2022 (in thousands): June 30, June 30, Estimated Land $ 1,000 $ 1,000 n/a Building & leasehold improvements 9,016 7,715 11 years * Equipment 71,151 57,750 2-10 years Computer equipment and software 3,168 1,966 3-5 years Total 84,335 68,431 Less: Accumulated depreciation (26,509 ) (17,274 ) Total $ 57,826 $ 51,157 (*) 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 $9.2 million and $6.8 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, equipment with a net book value totaling $7.1 million had not been placed in service and therefore was not depreciated during the period. As of June 30, 2022, fixed assets with a net book value totaling $14.5 million had not been placed in service and therefore was not depreciated during the period. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Abstract] | |
Business Acquisition | Note 7. Business Acquisitions Grinding & Dicing Services, Inc. On January 1, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, Akoustis, Inc. (the “Purchaser”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GDSI and the stockholders of GDSI (the “Sellers”). Pursuant to the Purchase Agreement, the Purchaser acquired all of the outstanding capital stock of GDSI (such acquisition, the “Transaction”). The acquisition is expected to support a strategy to reshore operations to the United States, improve rapid prototype and development cycle time, and provide prototype cost savings. The total consideration paid to the Sellers at closing of the Transaction consisted of $13.9 million in cash and approximately $1.7 million of shares of the Company’s common stock. In addition, the Company issued a secured promissory note (the “Promissory Note”) in the original principal amount of $4.0 million issued by the Purchaser to the Sellers’ representative. The Sellers’ representative is a current employee of the Company. The Promissory Note does not bear interest, is subject to partial prepayment (reduction of the outstanding principal amount down to $1.3 million) on the second anniversary of the Closing Date, and is payable in full on the third anniversary of the Closing Date. The Purchaser can reduce the principal amount of the Promissory Note (i) to satisfy certain post-closing adjustments to the Transaction purchase price, (ii) to satisfy the Sellers’ indemnification obligations under the Purchase Agreement, and (iii) if GDSI’s President is terminated for cause or due to disability or resigns without good reason prior to maturity the Promissory Note will be cancelled in its entirety. The Promissory Note is secured by certain of the Purchaser’s and GDSI’s assets. In the event of certain events of default, including failure to pay amounts due under the Promissory Note and certain bankruptcy events, the outstanding principal amount of the Promissory Note will become immediately due. The purchase price was preliminarily allocated based on the estimated fair values of the assets acquired and liabilities assumed as follows (in thousands): Consideration: Cash paid $ 13,915 Common stock 1,690 Liabilities cancelled (88 ) Total consideration $ 15,517 Cash $ 334 Fixed assets 2,538 Other tangible assets 1,366 Intangible assets 8,289 Goodwill 6,508 Deferred tax liabilities (2,394 ) Liabilities assumed (1,124 ) Total assets acquired $ 15,517 The Company will continue to evaluate the fair market value and other estimates of certain assets, liabilities and tax estimates over the measurement period (up to one year from the acquisition date) as provided for in ASC 805-10. The fair values of the intangible assets acquired included trade names of $0.19 million, developed technology of $1.98 million and customer relationships of $6.11 million and the provisional value of the fixed assets acquired was $2.5 million. The fair value of the trade names acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 0.5% and a discount rate of 19.0% as of the valuation date. The acquired trademarks assets are being amortized on a straight-line basis over their estimated useful lives of five years. The fair value of the developed technology acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 5% and a discount rate of 19.0% as of the valuation date. The acquired developed technology assets are being amortized on a straight-line basis over their estimated useful lives of seven years. The fair value of the customer relationships acquired was determined based on an income approach using the “multi-period excess earnings” method in which the value of the intangible asset is determined by discounting the future cash flows of the asset to present value. Key inputs include a discount rate of 19.0% and an attrition rate of 7.5% as of the valuation date. These customer relationships are being amortized on a straight-line basis over their estimated useful life of seven years. The fair value of the fixed assets acquired was primarily determined using a cost approach and used the original cost of the asset as the key input. The acquired fixed assets are being depreciated over their estimated useful life of 5 years. The goodwill resulting from the acquisition of GDSI, which has been recorded in the Fabrication Services segment, is attributed to synergies and other benefits that are expected to be generated from this transaction and is not deductible for income tax purposes. During the year ended June 30, 2023, the Company recorded acquisition costs associated with the acquisition of GDSI totaling $0.2 million in “General and administrative expenses” in the Consolidated Statements of Operations. Revenues included in the consolidated statement of operations for the year ended June 30, 2023 from this acquisition for the period subsequent to the closing of the transaction was approximately $3.8 million. Loss from operations included in the consolidated statement of operations for the year ended June 30, 2023 from this acquisition for the period subsequent to the closing of the transaction was approximately $1.4 million. RFM Integrated Devices, Inc. On October 15, 2021, the Company acquired a majority ownership position in RFM Integrated Device, Inc. (“RFMi”), a fabless supplier of acoustic wave RF resonators and filters, to expand product offerings and provide access to new markets. The Company acquired the 51% ownership interest in RFMi from Tai-Saw Technology Co., Ltd. (“TST”) in exchange for $6.0 million in cash and approximately $2.3 million payable in common stock of the Company. On April 29, 2022, the Company exercised its option to acquire the remaining 49% ownership interest in RFMi from TST for an additional $3.5 million in cash and approximately 420,053 shares of common stock of the Company with a fair value at closing of $1.9 million. Additionally, earn-out payments payable in cash and/or shares of common stock of the Company may be payable to TST based on the achievement of sales targets for RFMi products in each of calendar year 2022 and 2023, with potential payouts in the range of $0 to $3.0 million. The estimated fair value of the associated liability was based on the present value of the expected future payouts resulting from the projected RFMi product sales, applying a volatility rate of 30% against those future projected revenues and using a discount rate of 9.9% and 10.2% for the first and second earnouts, respectively, and thus represented a Level 3 fair value measurement. The contingent consideration is re-measured to fair value at each reporting date until the contingency is resolved, and those changes in fair value are recognized in earnings. The Company has determined that the sales targets for calendar year 2022 were not met and the related earnout payment is not owed. The fair value of the contingent consideration decreased $1.4 million during the year ended June 30, 2023. The purchase price was allocated based on the estimated fair values of the assets acquired and liabilities assumed as follows (in thousands): Consideration: Cash paid $ 9,500 Common stock 4,162 Fair value of contingent consideration 1,099 Total consideration $ 14,761 Cash $ 1,921 Other tangible assets 1,346 Intangible assets 9,452 Goodwill 8,051 Liabilities assumed (1,871 ) Deferred tax liability (1,980 ) Noncontrolling interest acquired $ (2,158 ) Total assets acquired $ 14,761 The fair value of the trademarks acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 3% and a discount rate of 18.0% as of the valuation date. The acquired trademarks assets are being amortized on a straight-line basis over their estimated useful lives of five years. The fair value of the developed technology acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 4% and a discount rate of 18.0% as of the valuation date. The acquired developed technology assets are being amortized on a straight-line basis over their estimated useful lives of seven years. The fair value of the customer relationships acquired was determined based on an income approach using the “multi-period excess earnings” method in which the value of the intangible asset is determined by discounting the future cash flows of the asset to present value. Key inputs include a discount rate of 18.0%, an attrition rate of 5% and an operating expense adjustment factor of 5% as of the valuation date. These customer relationships are being amortized on a straight-line basis over their estimated useful life of seven years. The fair value of the noncontrolling interest was determined by applying a lack of control discount of 16.7% to the implied fair value based on the total consideration paid for the 51% ownership. The goodwill resulting from the acquisition of RFMi, which has been recorded in the RF Product segment, is attributed to synergies and other benefits that are expected to be generated from this transaction and is not deductible for income tax purposes. During the year ended June 30, 2022, the Company recorded acquisition costs associated with the acquisition of RFMi totaling $0.1 million in “General and administrative expenses” in the Consolidated Statements of Operations. Revenues included in the consolidated statement of operations for the year ended June 30, 2022 from this acquisition for the period subsequent to the closing of the transaction was approximately $5.7 million. Loss from operations included in the consolidated statement of operations for the year ended June 30, 2022 from this acquisition for the period subsequent to the closing of the transaction was approximately $0.4 million. Also included in the loss from operations in the year ended June 30, 2022 is expense of approximately $347 thousand relating to adjustments to the fair value of earnout contingent consideration described below. Pro Forma Results The following unaudited pro forma financial information summarizes the results of operations for year ended June 30, 2022 and 2023, as if the RFMi and GDSI acquisitions had been completed as of July 1, 2021 (in thousands). The pro forma results were calculated applying the Company’s accounting policies and include the effects of adjustments related to the amortization charges from the acquired intangibles. The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. Years Ended 2023 2022 Unaudited Unaudited Revenues $ 30,701 $ 24,500 Net Loss $ (65,747 ) $ (58,850 ) Net Loss per share $ (1.03 ) $ (1.07 ) |
Goodwill
Goodwill | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
Goodwill | Note 8: Goodwill The Company performs an annual test for goodwill impairment during our last fiscal quarter. Based on a qualitative assessment, the Company determined that there was no impairment to our goodwill as of June 30, 2023. The Company will also test for impairment between annual test dates if an event occurs or circumstances change that would indicate the carrying amount may be impaired. During the year ended June 30, 2023, the Company did not identify any events or circumstances that would require an interim goodwill impairment test. The Company does not amortize goodwill as it has been determined to have an indefinite useful life. The carrying amount of goodwill as of June 30, 2023 was $14.6 million. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 9: Intangible Assets Intangible assets consisted of the following as of June 30, 2023 (in thousands): Gross Accumulated Net Weighted Trademarks $ 900 $ (258 ) $ 642 5 Developed Technology $ 3,867 $ (581 ) $ 3,286 10 Customer Relationships $ 13,569 $ (2,256 ) $ 11,313 7 Total $ 18,336 $ (3,095 ) $ 15,241 Intangible assets consisted of the following as of June 30, 2022 (in thousands): Gross Accumulated Net Weighted Trademarks $ 702 $ (99 ) $ 603 5 Developed Technology $ 1,911 $ (221 ) $ 1,690 10 Customer Relationships $ 7,455 $ (754 ) $ 6,701 7 Total $ 10,068 $ (1,074 ) $ 8,994 Amortization expense totaled $2 million for the year ended June 30, 2023. Estimated future amortization expense of intangible assets for each of the next five fiscal years and thereafter are as follows (in thousands): 2024 $ 2,618 2025 $ 2,618 2026 $ 2,618 2027 $ 2,519 2028 2,458 Thereafter $ 2,410 Total $ 15,241 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts payable and accrued expenses | Note 10. Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following at June 30, 2023 and June 30, 2022 (in thousands): June 30, June 30, Accounts payable $ 3,979 $ 3,630 Accrued salaries and benefits 4,781 4,641 Accrued good received not invoiced 3,700 1,472 Accrued professional fees 2,248 704 Other accrued expenses 2,319 757 Totals $ 17,027 $ 11,204 |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Note 11. Notes Payable Convertible Senior Notes due 2027 The following table summarizes convertible debt as of June 30, 2023 (in thousands): Maturity Stated Conversion Face Remaining Fair Value of Carrying Long Term convertible notes payable 6.0% Convertible Senior Notes 06/15/2027 6.00 % $ 4.71 $ 44,000 $ (2,733 ) $ 2,080 $ 43,347 Ending Balance as of June 30, 2023 $ 44,000 $ (2,733 ) $ 2,080 $ 43,347 The following table summarizes convertible debt as of June 30, 2022 (in thousands): Maturity Stated Conversion Face Remaining Fair Value of Carrying Long Term convertible notes payable 6.0% Convertible Senior Notes 06/15/2027 6.00 % $ 4.71 $ 44,000 $ (3,297 ) $ 3,028 $ 43,731 Ending Balance as of June 30, 2022 $ 44,000 $ (3,297 ) $ 3,028 $ 43,731 On June 9, 2022, the Company issued $44.0 million aggregate principal amount of its 6.0% Convertible Senior Notes due 2027 (the “Notes”) guaranteed by its wholly-owned subsidiary, Akoustis, Inc. (the “Guarantor”). The Notes were issued pursuant to an indenture (the “Indenture”), dated June 9, 2022, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes bear interest at a rate of 6.0% per year until maturity on June 15, 2027 (the “Maturity Date”). Interest on the Notes accrues from the date of issuance or from the most recent date to which interest has been paid and is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2022. At the Company’s option, interest may be paid in cash and/or freely tradable shares of the Company’s common stock, subject to certain limitations, valued at 95% of the volume weighted average price of the common stock for the ten trading days ending on and including the trading day immediately preceding the interest payment date. The Company will settle conversions of the Notes through delivery of shares of common stock of the Company in accordance with the terms of the Indenture. The initial conversion price for the Notes is approximately $4.71 per share. Conversion On or after December 9, 2022, holders of the Notes may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding the Maturity Date. If any Notes are converted prior to June 9, 2025 (the “Interest Make-Whole Date”), the Company will make a payment to the holder of such Notes equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the conversion date through and including the Interest Make-Whole Date. The Company will have the option to pay such Interest Make-Whole Payment in cash and/or common stock, subject to certain limitations, valued at 95% of the volume weighted average price of the common stock for the ten trading days ending on and including the trading day immediately preceding the redemption date. Issuer Redemption The Company may redeem the Notes, in whole or in part, at any time and from time to time on or after June 9, 2023 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest on such principal, if any, up to the redemption date. The Notes will become subject to the Company’s right to redeem as follows: (i) on or after June 9, 2023, up to one-third of the aggregate principal amount of the Notes initially issued; (ii) on or after June 9, 2024, up to two-thirds of the aggregate principal amount of the Notes initially issued; and (iii) on or after June 9, 2025, up to 100% of the aggregate principal amount of the Notes initially issued; provided, that at any time the Company exercises the redemption right, (1) the closing sale price per share of the Company’s common stock is greater than 150% of the then-effective conversion price for each of 20 consecutive days of the 30 consecutive trading day period immediately preceding the Company’s redemption notice and (2) a registration statement registering the resale of all shares of common stock into which the principal amount of the Notes is convertible and all shares of common stock issuable as interest or as Interest Make-Whole Payments upon conversion or redemption of any Notes is effective and a current prospectus related thereto remains available throughout the period from the date the redemption notice is delivered to the holders to and including the redemption date. If the Company redeems the Notes prior to the Interest Make-Whole Date, the holder will also receive an interest make-whole payment equal to the remaining scheduled interest payments that would have been made on the notes redeemed had such notes remained outstanding through the Interest Make-Whole Date (an “Interest Make-Whole Payment”). The Company will have the option to pay such Interest Make-Whole Payment in cash and/or common stock, subject to certain limitations, valued at 95% of the volume weighted average price of the common stock for the ten trading days ending on and including the trading day immediately preceding the redemption date. Fundamental Change If the Company undergoes a “qualifying fundamental change,” as defined in the Indenture, under certain circumstances holders who convert their Notes in connection with such a qualifying fundamental change will be entitled to receive, at each holder’s option either (i) a “qualifying fundamental change payment” with respect to such converted Notes based on a make-whole table set forth in the Indenture, or (ii) if greater, the amount of any Interest Make-Whole Payment due in respect of the converted Notes. Subject to certain limitations, qualifying fundamental change payments will be made all in shares of common stock unless the Company gives written notice to the Note holders that it intends to make such payments either all or partially in cash. For purposes of determining any cash payment to be made in respect of a qualifying fundamental change payment, each share of common stock will be valued at 95% of the “Stock Price” (as determined in accordance with the Indenture). 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 $3.0 million was recorded as a debt discount and will be adjusted to fair value at the end of each future reporting period. The Company recorded total debt discount and debt issuance costs of $3.3 million, to be amortized over five years using an effective interest method. Debt discount and debt issuance costs include the fair value of the embedded features at the issuance date of $3.0 million and debt issuance costs paid totaling $0.3 million. Interest expense on the Notes during the year ended June 30, 2023 included contractual interest of $2,640 thousand and debt discount amortization of $564 thousand. Interest expense on the Notes during the year ended June 30, 2022 included contractual interest of $154 thousand and debt discount amortization of $29 thousand. Promissory Note The Company issued a secured promissory note (the “Promissory Note”) in the original principal amount of $4.0 million issued by the Purchaser to the Sellers’ representative. The Sellers’ representative is a current employee of the Company. The Promissory Note does not bear interest, is subject to partial prepayment (reduction of the outstanding principal amount down to $1.3 million) on the second anniversary of the Closing Date, and is payable in full on the third anniversary of the Closing Date. The Purchaser can reduce the principal amount of the Promissory Note (i) to satisfy certain post-closing adjustments to the Transaction purchase price, (ii) to satisfy the Sellers’ indemnification obligations under the Purchase Agreement, and (iii) if GDSI’s President is terminated for cause or due to disability or resigns without good reason prior to maturity the Promissory Note will be cancelled in its entirety. The Promissory Note is secured by certain of the Purchaser’s and GDSI’s assets. In the event of certain events of default, including failure to pay amounts due under the Promissory Note and certain bankruptcy events, the outstanding principal amount of the Promissory Note will become immediately due. The Promissory Note will be recognized on a straight line basis over the term of the Promissory Note as compensation expense. The Company recorded compensation expense totaling $667 thousand for the year ended June 30, 2023 in “General and administrative expenses” in the Consolidated Statements of Operations with the associated liability included in “Promissory notes payable” in the Consolidated Balance Sheets. |
Concentrations
Concentrations | 12 Months Ended |
Jun. 30, 2023 | |
Concentrations [Abstract] | |
Concentrations | Note 12. Concentrations Customers Customer concentration as a percentage of revenue for the years ended June 30, 2023 and 2022 are as follows: Year Year Customer 1 14 % 26 % Customer 2 18 % 10 % Customer concentration as a percentage of accounts receivable for the years ended June 30, 2023 and 2022 are as follows: Year Year Customer 1 15 % 26 % Customer 2 21 % — Vendors Vendor concentration as a percentage of purchases for the years ended June 30, 2023 and 2022 are as follows: Year Year Vendor 1 11 % — |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 13. Stockholders’ Equity Equity Offering Program On May 2, 2022, the Company entered into an ATM Sales Agreement with Oppenheimer & Co. Inc., Craig-Hallum Capital Group LLC, and Roth Capital Partners, LLC pursuant to which the Company may sell from time-to-time shares of its common stock having an aggregate offering price of up to $50,000,000 (the “2022 Equity Offering Program”), of which $48 million remains available to be sold. On May 25, 2022, the Company announced that it was suspending sales under the 2022 Equity Offering Program. If, in the future, the Company determines to resume sales pursuant to the 2022 Equity Offering Program, it intends to notify investors by the filing of a Current Report on Form 8-K, other SEC filings or other public announcement. No sales were made through the 2022 Equity Offering Program during the year ended June 30, 2023. Underwritten Offering of Common Stock On January 19, 2023, the Company closed an underwritten public offering of 12,545,454 shares of its Common Stock at a price to the public of $2.75 per share pursuant to an underwriting agreement with B. Riley Securities, Inc., as representative of the several underwriters named therein. The shares of Common Stock issued at closing included 1,636,363 shares issued pursuant to the underwriters’ over-allotment option, which was exercised in full. Gross proceeds totaled $34.5 million before deducting the underwriting discount and offering expenses of approximately $2.5 million resulting in net proceeds from the offering of approximately $32.0 million. Certain of the Company’s directors and officers participated in the offering by purchasing shares on the same terms and conditions as other investors. Equity incentive plans On November 1, 2018, the Board of Directors adopted and approved the Company’s 2018 Stock Incentive Plan (as amended, the “2018 Plan”), which authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants and other stock awards. The 2018 Plan initially reserved a total of 3,000,000 shares of common stock for issuance thereunder. On September 24, 2019, the Company’s stockholders approved an amendment to the 2018 Plan increasing the number of shares reserved for issuance thereunder to 6,000,000. On November 10, 2022, the Company’s stockholders approved an amendment to the 2018 Plan increasing the number of shares reserved for issuance thereunder to 12,000,000. As of June 30, 2023, 4,638,242, shares remained available for future grants under the 2018 Plan. The Company previously maintained the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2016 Stock Incentive Plan (the “2016 Plan”). No additional shares will be issued under the 2015 Plan or the 2016 Plan. The Company settles awards issued under all plans with newly issued common shares. In addition, the number of shares of our common stock subject to the 2015 Plan, 2016 Plan and 2018 Plan, any number of shares subject to any numerical limit in the Plans, and the number of shares and terms of any incentive awards thereunder would be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction. Options granted under the 2015 Plan, 2016 Plan and 2018 Plan vest as determined by the Company’s board of directors and expire over varying terms, but not more than ten years from the date of grant. In the case of an Incentive Stock Option that is granted to a 10% shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant. 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 assumptions: June 30, June 30, Exercise price $ 2.83 - $4.23 $ 3.79 - $10.15 Expected term (years) 4.00 - 5.00 4.75 - 5.00 Risk-free interest rate 3.49 - 4.59% 0.76 - 3.38% Volatility 67 - 70% 66 - 67% Dividend yield 0% 0% Weighted Average Grant Date Fair Value of Options granted during the period $ 1.95 $ 4.71 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. The following is a summary of the option activity: Options Weighted- Weighted- Aggregate Outstanding – June 30, 2022 3,020,002 6.49 Granted 297,798 3.48 Exercised — — Forfeited/Cancelled (161,763 ) 7.12 Outstanding – June 30, 2023 3,156,037 6.61 3.50 231 Exercisable – June 30, 2023 2,032,665 6.24 2.51 218 The total intrinsic value of options exercised during the fiscal years ended June 30, 2023 and June 30, 2022 was $0 thousand and $286 thousand, respectively. Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands): As of June 30, 2023 Unrecognized stock-based Weighted- Options $ 1,771 1.91 Restricted stock awards/units $ 9,838 2.06 For the years ended June 30, 2023 and 2022, the Company recorded $9.4 million and $10.2 million, respectively, in stock-based compensation which is reflected in total operating expenses in the consolidated statements of operations as follows (in thousands): 2023 2022 Research and Development $ 3,692 $ 5,586 General and Administrative 5,715 4,661 Total $ 9,407 $ 10,247 Restricted Stock Units and Restricted Stock Awards A summary of unvested restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) outstanding as of June 30, 2023 and changes during the year ended is as follows: Number of Weighted Outstanding - June 30, 2022 2,177,585 $ 8.30 Granted 2,135,760 3.20 Vested (1,030,674 ) 6.50 Forfeited/Cancelled/Repurchased (249,436 ) 7.54 Outstanding – June 30, 2023 3,033,235 $ 5.39 The weighted average grant date fair value per share for awards granted during the fiscal years ended June 30, 2023 and June 30, 2022 was $3.20 and $8.16, respectively. The total fair value of restricted awards that vested during the fiscal years ended June 30, 2023 and June 30, 2022 was $3.5 million and $5.1 million, respectively. During the years ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense of $6.5 million and $7.7 million, respectively related to the RSAs and RSUs that have been issued to date. As of June 30, 2023, the Company had approximately $7.7 million in unrecognized stock-based compensation expense related to the unvested shares. Market Value Stock Unit Awards During the year ended June 30, 2023 the Company awarded certain employees grants of an aggregate of approximately 0.42 million RSUs with market value appreciation conditions (“MVSUs”) with a weighted average grant date fair value of $7.60. The MVSUs will be expensed over the requisite service period. The terms of the MVSUs include vesting provisions based on continued service. The number of shares of the Company’s common stock earned at vesting is based on the Company’s stock price performance with amounts earned subject to a vesting multiplier ranging from 0% to 200%. If the service criteria are satisfied, the MVSUs will vest over 3 years. A summary of unvested MVSUs outstanding as of June 30, 2023 and changes during the year ended is as follows: Number of Weighted Outstanding - June 30, 2022 — $ — Granted 415,000 7.60 Vested — — Forfeited/Cancelled/Repurchased 20,000 7.86 Outstanding – June 30, 2023 395,000 7.58 The weighted average grant date fair value per share for MVSU awards granted during the fiscal year ended June 30, 2023 was $7.60. No MVSU awards were granted during the fiscal year ended June 30, 2022. No MVSU awards vested during the fiscal years ended June 30, 2023 and June 30, 2022. During the years ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense of $0.9 million and $0.0 million, respectively related to the MVSUs that have been issued to date. As of June 30, 2023, the Company had approximately $2.1 million in unrecognized stock-based compensation expense related to the unvested MVSU shares. Employee Stock Purchase Plan Effective November 1, 2018, the Company adopted the Akoustis Technologies, Inc. Employee Stock Purchase Plan 2018 (the “ESPP”), which was approved by the stockholders on the same date, The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. All regular full-time employees of the Company (including officers) and all other employees who meet the eligibility requirements of the plan may participate in the ESPP. The ESPP provides eligible employees an opportunity to acquire the Company’s common stock at 85.0% of the lower of the closing price per share of the Company’s common stock on the first or last day of each six-month purchase period. At June 30, 2023, 0.02 million shares were available for future issuance under this plan. The Company makes no cash contributions to the ESPP but bears the expenses of its administration. The Company issued 0.09 million, and 0.14 million shares under the ESPP in fiscal years 2023 and 2022, respectively. The Company settles awards issued under the ESPP with newly issued common shares. For the years ended June 30, 2023 and 2022, the Company recorded $0.25 million and $0.25 million, respectively, in stock-based compensation related to grants of ESPP shares. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 14. Leases The Company leases office space in Huntersville, NC, Carrollton, TX, San Jose, CA and Taiwan and leases equipment in Canandaigua, NY. Its leases have remaining lease terms of up to five years, some of which include options to extend the leases for up to twenty-four months. Following adoption of ASC 842, lease expense excludes capital area maintenance and property taxes. The components of lease expense were as follows (in thousands): Year Year Operating Lease Expense $ 519 $ 348 Supplemental balance sheet information related to leases was as follows (in thousands): Classification June 30, June 30, Assets Operating lease assets Other non-current assets $ 1,374 $ 1,126 Liabilities Other current liabilities Current liabilities 439 313 Operating lease liabilities Other non-current liabilities 976 811 Weighted Average Remaining Lease Term: Operating leases 2.97 Years 3.42 Years Weighted Average Discount Rate: Operating leases 12.77 % 10.03 % The following table outlines the minimum future lease payments for the next five years and thereafter (in thousands): For the year ending June 30, 2024 $ 589 2025 606 2026 374 2027 66 Thereafter 79 Total lease payments (Undiscounted cash flows) 1,714 Less imputed interest (299 ) Total $ 1,415 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies 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 “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 Agreements, the Company will lease for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA will lease the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the 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. Benefits totaling approximately $0.4 million provided to the Company through June 2023 pursuant to the terms of the Lease and Project Agreement are subject to claw back over the life of the Agreements upon certain recapture events, including certain events of default. Litigation, Claims and Assessments On October 4, 2021, the Company was named as a defendant in a complaint filed by Qorvo, Inc. (“Qorvo”) in the United States District Court for the District of Delaware alleging, among other things, patent infringement, false advertising, false patent marking, and unfair competition. The complaint alleges that the defendants misappropriated proprietary information, made misleading statements about the characteristics of certain of its products, and sold products infringing on certain of the plaintiff’s patents. The plaintiff seeks an injunction enjoining the Company from the alleged infringement and damages, including punitive and statutory enhanced damages, in an unspecified amount. The Company filed a motion to dismiss all of the claims other than the direct patent infringement claims, but the court permitted the plaintiff to file an amended complaint which the court subsequently determined was sufficient for pleading purposes. The Court denied the Company’s motion in May 2022. The Court held a claims construction hearing in November 2022, issuing its claim construction order on March 15, 2023. On February 8, 2023, Qorvo filed a second amended complaint adding allegations of misappropriation of trade secrets, racketeering activities, and civil conspiracy. The Company continues to develop its defenses and mitigation strategies, and intends to proceed in defending itself vigorously against the claims asserted by Qorvo. However, the Company can provide no assurance as to the outcome of such dispute, and such action may result in judgments against the Company for an injunction, significant damages or other relief, such as future royalty payments to Qorvo or restrictions on certain of the Company’s activities. On April 20, 2023, the Company filed a complaint against Qorvo in the United States District Court for the Eastern District of Texas alleging infringement by Qorvo of a patent licensed exclusively to the Company by Cornell University. The complaint alleges Qorvo’s willful infringement of the Cornell patent and seeks remedies including enhanced damages and attorneys’ fees. On July 24, 2023, Qorvo filed a motion to dismiss the complaint. On August 11, 2023, Qorvo filed a motion to strike Akoustis’ infringement contentions. The Company intends to vigorously pursue its claims against Qorvo but can provide no assurance as to the outcome of this dispute. Resolution of each of the matters described above may be prolonged and costly, and the ultimate result or judgment is uncertain due to the inherent uncertainty in litigation and other proceedings. An adverse result in the matters described above would have a material adverse effect on the Company and its business. Even if ultimately settled or resolved in the Company’s favor, the matters described above and other possible future actions may result in significant expenses, diversion of management and technical personnel attention and disruptions and delays in the Company’s business and product development, and other collateral consequences, all of which could have a material adverse effect on its business, financial condition, and results of operations. Any out-of-court settlement of the above matters or other actions may also have an adverse effect on the Company’s business, financial condition and results of operations, including, but not limited to, substantial expenses, the payment of royalties, licensing or other fees payable to third parties, or restrictions on its ability to develop, manufacture, and sell its products. From time to time, the Company may become involved in other lawsuits, investigations, and claims that arise in the ordinary course of business. The Company believes it has meritorious defenses against such other pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any such other pending actions, the Company believes the amount of liability, if any, with respect to such other pending actions, would not materially affect its financial position, results of operations, or cash flows. 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 June 30, 2023 and $0.1 million as of June 30, 2022 and are recorded on the Consolidated Balance Sheet as a long-term liability. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 16. Income Taxes The components of income tax expense (benefit) for the years ended June 30, 2023 and June 30, 2022 are as follows (in thousands): June 30, June 30, Current: Federal $ (38 ) $ 134 State and Local (16 ) 15 Total Current Tax Provision (Benefit) (54 ) 149 Deferred: Federal (2,179 ) (2,000 ) State and Local (215 ) 18 Total Deferred Tax Provision (Benefit) (2,394 ) (1,982 ) Total Tax Provision $ (2,448 ) $ (1,833 ) The provision for/(benefit from) income tax differs from the amount computed by applying the statutory federal income tax rate to income before the provision for/(benefit from) income taxes. The sources and tax effects of the differences are as follows: For the June 30, For the June 30, Income taxes at Federal statutory rate (21.00 )% (21.00 )% State income taxes, net of Federal income tax benefit (1.35 )% (0.29 )% Tax Credits (1.56 )% (1.49 )% Stock-based compensation 1.21 % 0.28 % Other (0.53 )% 0.14 % Change in Valuation Allowance 19.15 % 19.32 % Effect of changes in income tax rate applied to net deferred taxes 0.37 % 0.04 % Income Tax Provision (3.71 )% (3.00 )% The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows, (in thousands): June 30, June 30, Deferred Tax Assets Net Operating Loss Carryforwards $ 53,755 $ 47,031 Stock-based compensation 4,373 3,680 Credits 3,753 2,725 Research and development expenditures 8,145 — Other 1,387 1,022 71,413 54,458 Deferred Tax Liabilities Intangibles (3,338 ) (1,808 ) Accumulated depreciation/basis differences (9,945 ) (7,158 ) (13,283 ) (8,966 ) Valuation Allowance (58,130 ) (45,492 ) Net Deferred Tax Assets $ — $ — At June 30, 2023, the Company had federal loss carryovers of approximately $34.2 million that will expire in stages beginning in 2034 if unused and federal loss carryovers of $213.1 million that will carry forward indefinitely. The North Carolina, New York, California, Florida, Massachusetts, and Pennsylvania state loss carryovers of approximately $29.9 million, $11.5, $17.1, $0.4, $0.1, and $0.3 million, respectively, will begin to expire in 2029 if unused. Federal research credits of $3.7 million will expire beginning in 2034 if not utilized. The company has not performed a detailed analysis to determine whether an ownership change under IRC Section 382 has occurred during the year ended June 30, 2023 or during any earlier year. If upon a complete analysis the company were to determine that an ownership change under Section 382 had occurred the effect of the ownership change would be the imposition of annual limitations on the use of NOL carryforwards. Any limitation may result in the expiration of a portion or all of the NOLs before utilization. Based on a history of cumulative losses at the Company and the results of operations for the years ended June 30, 2023 and 2022, the Company determined that it is more likely than not it will not realize benefits from the deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a full valuation allowance against the deferred tax assets is required. The net change in the valuation allowance during the year ended June 30, 2023 was an increase of approximately $12.6 million. The Company’s gross unrecognized tax benefits totaled $0.5 million as of June 30, 2023 and $0.4 million as of June 30, 2021. Of these amounts, $0.5 million and $0.4 million as of June 30, 2023 and June 30, 2022, respectively, represent the amounts of unrecognized tax benefit that, if recognized, would impact the effective tax rate in each of the fiscal years. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended June 30, 2023 and June 30, 2022 is as follows (in thousands): June 30, June 30, Beginning Balance $ 427 $ 326 Additions based on positions related to the current year 70 80 Additions for tax positions in prior years 44 21 Reductions for tax positions in prior years — — Expiration of statute of limitations — — Ending Balance $ 541 $ 427 The unrecognized tax benefit of $541 thousand at the end of June 30, 2023 is recorded on the Consolidated Balance Sheet as a reduction to the carrying value of the gross deferred tax assets. The Company’s fiscal 2018 federal and state returns and all subsequent years remain open for examination, as well as all attributes brought forward into those years. The Company is not currently under examination by any taxing authorities. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2023 | |
Segment Information [Abstract] | |
Segment Information | Note 17. 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, Fabrication Services, which consists of engineering review services and backend packaging services, and RF Filters which consists of amplifier and filter product sales The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the years ended June 30, 2023 and 2022 are as follows (in thousands): Fabrication RF Filters Total Year ended June 30, 2023 Revenue $ 8,984 $ 18,137 $ 27,121 Cost of revenue 5,512 24,725 30,237 Gross margin 3,472 (6,588 ) (3,116 ) Research and development — 33,243 33,243 General and administrative 3,341 26,368 29,710 Income/(Loss) from Operations $ 131 $ (66,199 ) $ (66,069 ) Year ended June 30, 2022 Revenue $ 1,870 $ 13,480 $ 15,350 Cost of Revenue 2,452 17,035 19,487 Gross Margin (582 ) (3,555 ) (4,137 ) Research and development — 35,708 35,708 General and administrative — 20,710 20,710 Loss from Operations $ (582 ) $ (59,973 ) $ (60,555 ) As of June 30, 2023 Accounts receivable $ 1,124 $ 3,629 $ 4,753 Property and equipment, net 2,394 55,432 57,826 As of June 30, 2022 Accounts receivable $ 572 $ 3,221 $ 3,793 Property and equipment, net — 51,157 51,157 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Jun. 30, 2023 | |
Loss Per Share [Abstract] | |
Loss Per Share | Note 18. Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended June 30, 2023 and 2022 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at June 30, 2023 and 2022: June 30, June 30, Convertible Notes 9,341,825 9,341,825 Options 3,156,037 3,020,002 Warrants — 41,103 Total 12,497,862 2,664,686 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | Note 19. Fair Value Measurement Fair value is defined as the price that would be received upon selling an asset or the price paid to transfer a liability on the measurement date. It focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: Level 1: Observable prices in active markets for identical assets and liabilities. Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. The following table classifies the liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023 and 2022: Fair value Level 1 Level 2 Level 3 Contingent consideration $ — $ — $ — $ — Derivative liabilities 2,080 — — 2,080 Total fair value $ 2,080 $ — $ — $ 2,080 Fair value Level 1 Level 2 Level 3 Contingent consideration $ 1,446 $ — $ — $ 1,446 Derivative liabilities 3,028 — — 3,028 Total fair value $ 4,474 $ — $ — $ 4,474 There were no transfers between levels during the year ended June 30, 2023. The following table sets forth a summary of the changes in the fair value of Level 3 contingent consideration that are measured at fair value on a recurring basis: Contingent consideration June 30, Beginning balance $ 1,446 Change in fair value of contingent consideration (1,446 ) Ending balance $ — The fair value of contingent consideration liabilities that was classified as Level 3 in the table above was estimated using a Monte Carlo simulation in an option pricing framework with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future sales revenue of RFMi products in each of calendar year 2022 and 2023 and the volatility of those revenues, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreements. The development and determination of the unobservable inputs for Level 3 fair value measurements and the fair value calculations are the responsibility of the Company’s chief financial officer and are approved by the chief executive officer. During the year ended June 30, 2023, the Company reduced the contingent consideration liabilities to zero as the Company determined that the sales targets for calendar year 2022 were not met and the related earnout payment is not owed and the Company has estimated that the sales targets for calendar year 2023 will not be met. The fair value of the contingent consideration liabilities on the balance sheet dates were valued with the following assumptions: June 30, June 30, Discount Rate — 14.3% – 14.5 % Revenue volatility 30% 30 % Risk free interest rate — 1.71% – 3.04 % Remaining term (years) 0.50 1.29 – 2.29 Fair Value of Embedded Derivatives June 30, Beginning balance $ 3,028 Initial fair value of make whole provision in convertible note — Initial fair value of change in control provision in convertible note — Change in fair value of convertible note derivatives (948 ) Ending balance $ 2,080 The fair value of the embedded derivatives in our convertible note that were classified as Level 3 in the table above were estimated using a with and without approach on a lattice model framework with significant inputs that are not observable in the market and thus represent a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability and timing assessments of expected future change of control events, the volatility of our share price and the discount rate used to present value future cash payments under the convertible debt obligation. The development and determination of the unobservable inputs for Level 3 fair value measurements and the fair value calculations are the responsibility of the Company’s chief financial officer and are approved by the chief executive officer. The fair value of the embedded derivatives in our convertible notes on the issuance date and at the balance sheet date were valued with the following assumptions: June 30, June 30, Stock Price $ 3.18 $ 3.70 Volatility of stock price 70 % 70 % Risk free interest rate 4.32 % 3.01 % Debt yield 40.6 % 41.5 % Remaining term (years) 4.0 5.0 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Akoustis, Inc., RFMi, and GDSI. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). The policies, estimates and assumptions include estimates and assumptions used in valuation of equity instruments, deferred taxes and related valuation allowances, contingent consideration, goodwill, fair value of the acquired intangible assets, initial fair value of the non-controlling interest, revenue recognition, derivative liabilities, and the fair values of long-lived assets. Actual results could differ from the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits; as of June 30, 2023, approximately $42.3 million was uninsured. |
Accounts Receivable | Accounts Receivable Accounts receivable is recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Management considers an account receivable to be past due when it is not settled under its stated terms. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended June 30, 2023 and 2022, the Company's allowance for doubtful accounts was immaterial. The Company does not have any off balance sheet credit exposure related to its customers. |
Inventory | Inventory Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost or net realizable value. Inventory is valued on a first-in first-out basis. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from two to eleven years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred. The Company records gains or losses on the disposal of assets as the difference between net book value of assets and cash received less costs to dispose of assets. Gains or losses on the disposal of assets, as well as impairment of assets held for sale are recorded in operating expenses. |
Leases | Leases The Company determines if an arrangement is a lease at inception. For each lease, the lease term is determined at the commencement date and includes renewal options and termination options when it is reasonably certain that the Company will exercise that option. Operating leases with the lease terms greater than one year are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities in the Company’s consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using an estimated rate of interest the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease ROU assets are based on the liability adjusted for any prepaid or deferred rent and lease incentives. The incremental borrowing rate was utilized to discount lease payments over the expected term given that the Company’s operating leases do not provide an implicit rate. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the date of adoption or the lease commencement date. Rent expense for the operating lease is recognized on a straight-line basis over the lease term. |
Business Combinations | Business Combinations The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed at their fair values on the date acquired. Goodwill represents the excess of the purchase price over the fair value of the acquired identifiable net assets. The fair values of the assets and liabilities acquired are determined based upon the Company’s valuation using a combination of market, income, or cost approaches. The valuation involves making significant estimates and assumptions, which are based on detailed financial models including the projection of future cash flows and the weighted average cost of capital. |
Contingent Consideration | Contingent Consideration Contingent consideration relates to the potential payment for an acquisition that is contingent upon the achievement by the acquired business of revenue targets. The Company records contingent consideration at fair value based on the consideration expected to be transferred. For potential payments related to revenue target achievements, the Company estimated the fair value based on the probability of achievement of such revenue targets. The assumptions utilized in the calculation of the fair value include the probability assessments of expected future sales revenue of RFMi products in each of calendar year 2022 and 2023 and the volatility of those revenues, appropriately discounted considering the uncertainties associated with the obligation. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value are recognized within other (expense) income in the Company’s Statement of Operations. |
Goodwill and Intangible assets, net | Goodwill and Intangible assets, net Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company has two operating segments and two reporting units. The Company reviews goodwill at least annually for possible impairment and will test for impairment between annual tests if an event occurs that would more likely than not reduce the fair value of the reporting unit below its carrying value. No impairment charge was recognized for the years ended June 30, 2023 and June 30, 2022. Intangible assets consist of developed technology, trademarks, and customer relationships. Applicable long–lived assets are amortized over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term in the case of patents. Estimates of useful lives and periods of expected revenue generation are reviewed for appropriateness and are based upon management’s judgment. Developed technology is amortized using the straight-line method over their weighted average useful lives of 10 years, trademarks are amortized using the straight-line method over their useful lives of 5 years and customer relationships are amortized using the straight-line method over their useful lives of 7 years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, including property and equipment, when there are indications that the assets might be impaired. When evaluating assets for potential impairment, the Company compares the carrying value of the asset to its estimated undiscounted future cash flows. If an asset’s carrying value exceeds such estimated undiscounted cash flows, the Company records an impairment charge for the difference between the carrying amount of the asset and its fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents and accounts payable approximate fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820, “ Fair Value Measurements and Disclosures ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value measurements are categorized using a valuation hierarchy for disclosure of the inputs used to measure fair value, which prioritize the inputs into three broad levels: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date, and include those financial instruments that are valued using models or other valuation methodologies. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
Derivative Liability | Derivative Liability The Company evaluates its options, warrants, convertible notes, or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. The fair value of any identified embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company analyzes whether an instrument (or an embedded feature) is indexed to the Company’s own stock and uses a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily from the sale of filter products under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. In the absence of a sales agreement, the Company’s standard terms and conditions apply. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company applies a five-step approach as defined in FASB ASC 606, Revenue from Contracts with Customers (Topic 606), in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied. Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized at a point in time upon transfer of control of the products to the customer. Transfer of control occurs upon shipment to the distributor or direct customer. Returns under the Company’s general assurance warranty of products have not been material, and warranty-related services are not considered a separate performance obligation. Pricing adjustments and estimates of returns are treated as variable consideration for purposes of determining the transaction price. Sales returns are generally accepted at the Company’s discretion. Variable consideration is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. The Company records net revenue excluding taxes collected on its sales to trade customers. Accounts receivable represents the Company’s unconditional right to receive consideration from its customer. Substantially all payments are collected within the Company’s standard terms, which do not include a significant financing component. To date, there have been no material impairment losses on accounts receivable. |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. |
Stock–based compensation | Stock–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation – Stock Compensation Awards granted by the Company generally vest over the requisite service periods, typically over a four-year or five-year period. Awards granted to non-employee directors generally vest over a one-year period from the grant date. The fair value of a restricted stock award is equal to the fair market value of a share of Company stock on the date of grant. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, and the dividend yield on the underlying stock. Expected volatility is calculated using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market over the expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The expected life of the option is calculated under the simplified method. The dividend yield is assumed to be zero Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, equity–based compensation could be materially different in the future. In addition, the Company has elected to account for the impact of forfeitures as those forfeitures occur. If the Company’s actual forfeitures are material, the equity–based compensation could be significantly different from what the Company has recorded in the current period. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized and represent the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. They are measured using the enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. As part of the financial process, the Company assesses on a tax jurisdictional basis the likelihood that the Company’s deferred tax assets can be recovered. If recovery is not more likely than not (a likelihood of less than 50 percent), the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to ultimately be recoverable. In this process, certain relevant criteria are evaluated including: the amount of income or loss in prior years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, future expected taxable income, and prudent and feasible tax planning strategies. Changes in taxable income, market conditions, U.S. or international tax laws, and other factors may change the Company’s judgment regarding whether the Company will be able to realize the deferred tax assets. These changes, if any, may require material adjustments to the net deferred tax assets and an accompanying reduction or increase in income tax expense which will result in a corresponding increase or decrease in net income in the period when such determinations are made. As part of the Company’s financial process, the Company also assesses the likelihood that the Company’s tax reporting positions will ultimately be sustained. To the extent it is determined it is more likely than not (a likelihood of more than 50 percent) that some portion or all of a tax reporting position will ultimately not be recognized and sustained, a provision for unrecognized tax benefit is provided by either reducing the applicable deferred tax asset or accruing an income tax liability. The Company’s judgment regarding the sustainability of the Company’s tax reporting positions may change in the future due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the related deferred tax assets or accrued income tax liabilities and an accompanying reduction or increase in income tax expense which will result in a corresponding increase or decrease in net income in the period when such determinations are made. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-10, "Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance" to increase transparency about certain government assistance or grants received by a business entity. This new guidance requires the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The Company adopted ASU 2021-10 on July 1, 2022. From time to time, the Company receives cash grants and tax abatements from U.S. federal and state governments which, in most cases, attach conditions for a specific duration period and generally relate to hiring employees, the construction or acquisition of assets or to developing specific technologies. If conditions are not satisfied, or the duration period for the agreement is infringed, the incentives are subject to reduction, termination, or recapture. The Company's accounting policy is to recognize a benefit to the income statement over the duration of the program when the conditions, including the required spending attached to the incentive are achieved and the Company is expected to complete any further requirements. A grant that compensates for operational expenses is recognized as a reduction from the nature of the expense the grant is designated to offset. A grant related to property, plant and equipment investments is recognized as a reduction to the cost-basis of the underlying assets with an ongoing reduction to depreciation expense based on the useful lives of the related assets. During fiscal 2023, the Company received a de-minimis amount related to these programs. In August 2022, the Creating Helpful Incentives to Produce Semiconductors and Science Act (the "CHIPS Act") was signed into law. The CHIPS Act provides for a 25% refundable tax credit on certain investments in domestic semiconductor manufacturing. The credit is provided for qualifying property, which is placed in service after December 31, 2022. The CHIPS Act also provides for certain other financial incentives to further investments in domestic semiconductor manufacturing. The Company is evaluating the provisions of the new law and its potential impact to the Company. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. The IRA establishes a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion and is effective for tax years beginning after December 31, 2022. In addition, the IRA also introduced a nondeductible 1% excise tax on a publicly traded corporation for the net value of certain stock repurchases during the tax year (effective for repurchases after December 31, 2022). The new law did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company is currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements but does not expect it to have a material impact on the Company’s consolidated financial statements. |
Revenue Recognition from Cont_2
Revenue Recognition from Contracts with Customers (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition from Contracts with Customers [Abstract] | |
Schedule of Revenues of Reportable Segments by Geographic Region | The following table summarizes the revenues of the Company’s reportable segments by geographic region for the year ended June 30, 2023 (in thousands): Fabrication Product Total Americas $ 7,287 $ 3,892 $ 11,179 Asia 1,503 11,493 12,996 Europe 161 2,771 2,932 Other — 14 14 Total $ 8,951 $ 18,170 $ 27,121 Fabrication Product Total Americas $ 1,389 $ 2,388 $ 3,777 Asia 484 8,146 8,630 Europe — 2,930 2,930 Other — 13 13 Total $ 1,873 $ 13,477 $ 15,350 |
Schedule of Changes in Opening and Closing Balances | The following table summarizes the changes in the opening and closing balances of the Company’s contract asset (included in Other current assets on the Consolidated Balance Sheet) and contract liability (included as Deferred revenue on the Consolidated Balance Sheet) for the years ended June 30, 2023 and 2022 (in thousands): Contract Contract Balance, June 30, 2022 $ 923 $ 286 Closing, June 30, 2023 1,894 70 Increase/(Decrease) 971 (216 ) Balance, June 30, 2021 $ 411 $ 41 Closing, June 30, 2022 923 286 Increase/(Decrease) 512 245 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Inventory [Abstract] | |
Schedule of Inventory, Net of Reserves | Inventory consisted of the following as of June 30, 2023 and June 30, 2022 (in thousands): June 30, June 30, 2022 Raw Materials $ 1,574 $ 1,077 Work in Process 3,741 1,061 Finished Goods 2,233 1,956 Total Inventory $ 7,548 $ 4,094 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consisted of the following as of June 30, 2023 and 2022 (in thousands): June 30, June 30, Estimated Land $ 1,000 $ 1,000 n/a Building & leasehold improvements 9,016 7,715 11 years * Equipment 71,151 57,750 2-10 years Computer equipment and software 3,168 1,966 3-5 years Total 84,335 68,431 Less: Accumulated depreciation (26,509 ) (17,274 ) Total $ 57,826 $ 51,157 (*) Leasehold improvements which are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The purchase price was preliminarily allocated based on the estimated fair values of the assets acquired and liabilities assumed as follows (in thousands): Consideration: Cash paid $ 13,915 Common stock 1,690 Liabilities cancelled (88 ) Total consideration $ 15,517 Cash $ 334 Fixed assets 2,538 Other tangible assets 1,366 Intangible assets 8,289 Goodwill 6,508 Deferred tax liabilities (2,394 ) Liabilities assumed (1,124 ) Total assets acquired $ 15,517 Consideration: Cash paid $ 9,500 Common stock 4,162 Fair value of contingent consideration 1,099 Total consideration $ 14,761 Cash $ 1,921 Other tangible assets 1,346 Intangible assets 9,452 Goodwill 8,051 Liabilities assumed (1,871 ) Deferred tax liability (1,980 ) Noncontrolling interest acquired $ (2,158 ) Total assets acquired $ 14,761 |
Schedule of Unaudited Pro Forma Information | The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. Years Ended 2023 2022 Unaudited Unaudited Revenues $ 30,701 $ 24,500 Net Loss $ (65,747 ) $ (58,850 ) Net Loss per share $ (1.03 ) $ (1.07 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following as of June 30, 2023 (in thousands): Gross Accumulated Net Weighted Trademarks $ 900 $ (258 ) $ 642 5 Developed Technology $ 3,867 $ (581 ) $ 3,286 10 Customer Relationships $ 13,569 $ (2,256 ) $ 11,313 7 Total $ 18,336 $ (3,095 ) $ 15,241 Gross Accumulated Net Weighted Trademarks $ 702 $ (99 ) $ 603 5 Developed Technology $ 1,911 $ (221 ) $ 1,690 10 Customer Relationships $ 7,455 $ (754 ) $ 6,701 7 Total $ 10,068 $ (1,074 ) $ 8,994 |
Schedule of Future Amortization Expense of Intangible Assets | Amortization expense totaled $2 million for the year ended June 30, 2023. Estimated future amortization expense of intangible assets for each of the next five fiscal years and thereafter are as follows (in thousands): 2024 $ 2,618 2025 $ 2,618 2026 $ 2,618 2027 $ 2,519 2028 2,458 Thereafter $ 2,410 Total $ 15,241 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following at June 30, 2023 and June 30, 2022 (in thousands): June 30, June 30, Accounts payable $ 3,979 $ 3,630 Accrued salaries and benefits 4,781 4,641 Accrued good received not invoiced 3,700 1,472 Accrued professional fees 2,248 704 Other accrued expenses 2,319 757 Totals $ 17,027 $ 11,204 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Schedule of Convertible Debt | The following table summarizes convertible debt as of June 30, 2023 (in thousands): Maturity Stated Conversion Face Remaining Fair Value of Carrying Long Term convertible notes payable 6.0% Convertible Senior Notes 06/15/2027 6.00 % $ 4.71 $ 44,000 $ (2,733 ) $ 2,080 $ 43,347 Ending Balance as of June 30, 2023 $ 44,000 $ (2,733 ) $ 2,080 $ 43,347 Maturity Stated Conversion Face Remaining Fair Value of Carrying Long Term convertible notes payable 6.0% Convertible Senior Notes 06/15/2027 6.00 % $ 4.71 $ 44,000 $ (3,297 ) $ 3,028 $ 43,731 Ending Balance as of June 30, 2022 $ 44,000 $ (3,297 ) $ 3,028 $ 43,731 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Concentrations [Abstract] | |
Schedule of Customer Concentration as a Percentage of Revenue | Customer concentration as a percentage of revenue for the years ended June 30, 2023 and 2022 are as follows: Year Year Customer 1 14 % 26 % Customer 2 18 % 10 % Year Year Customer 1 15 % 26 % Customer 2 21 % — Year Year Vendor 1 11 % — |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity | |
Schedule of Black-Scholes Option Pricing Model | 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 assumptions: June 30, June 30, Exercise price $ 2.83 - $4.23 $ 3.79 - $10.15 Expected term (years) 4.00 - 5.00 4.75 - 5.00 Risk-free interest rate 3.49 - 4.59% 0.76 - 3.38% Volatility 67 - 70% 66 - 67% Dividend yield 0% 0% Weighted Average Grant Date Fair Value of Options granted during the period $ 1.95 $ 4.71 |
Schedule of Option Activity | The following is a summary of the option activity: Options Weighted- Weighted- Aggregate Outstanding – June 30, 2022 3,020,002 6.49 Granted 297,798 3.48 Exercised — — Forfeited/Cancelled (161,763 ) 7.12 Outstanding – June 30, 2023 3,156,037 6.61 3.50 231 Exercisable – June 30, 2023 2,032,665 6.24 2.51 218 |
Schedule of Unrecognized Stock-Based Compensation Expense and Weighted-Average Years | Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands): As of June 30, 2023 Unrecognized stock-based Weighted- Options $ 1,771 1.91 Restricted stock awards/units $ 9,838 2.06 |
Schedule of Total Operating Expenses in the Consolidated Statements of Operations | For the years ended June 30, 2023 and 2022, the Company recorded $9.4 million and $10.2 million, respectively, in stock-based compensation which is reflected in total operating expenses in the consolidated statements of operations as follows (in thousands): 2023 2022 Research and Development $ 3,692 $ 5,586 General and Administrative 5,715 4,661 Total $ 9,407 $ 10,247 |
Schedule of Unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Unit Awards (“RSUs”) Outstanding | A summary of unvested restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) outstanding as of June 30, 2023 and changes during the year ended is as follows: Number of Weighted Outstanding - June 30, 2022 2,177,585 $ 8.30 Granted 2,135,760 3.20 Vested (1,030,674 ) 6.50 Forfeited/Cancelled/Repurchased (249,436 ) 7.54 Outstanding – June 30, 2023 3,033,235 $ 5.39 Number of Weighted Outstanding - June 30, 2022 — $ — Granted 415,000 7.60 Vested — — Forfeited/Cancelled/Repurchased 20,000 7.86 Outstanding – June 30, 2023 395,000 7.58 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Expense | The components of lease expense were as follows (in thousands): Year Year Operating Lease Expense $ 519 $ 348 |
Schedule of Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands): Classification June 30, June 30, Assets Operating lease assets Other non-current assets $ 1,374 $ 1,126 Liabilities Other current liabilities Current liabilities 439 313 Operating lease liabilities Other non-current liabilities 976 811 |
Schedule of Operating Lease | Weighted Average Remaining Lease Term: Operating leases 2.97 Years 3.42 Years Weighted Average Discount Rate: Operating leases 12.77 % 10.03 % |
Schedule of Minimum Future Lease Payments | The following table outlines the minimum future lease payments for the next five years and thereafter (in thousands): For the year ending June 30, 2024 $ 589 2025 606 2026 374 2027 66 Thereafter 79 Total lease payments (Undiscounted cash flows) 1,714 Less imputed interest (299 ) Total $ 1,415 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Expense | The components of income tax expense (benefit) for the years ended June 30, 2023 and June 30, 2022 are as follows (in thousands): June 30, June 30, Current: Federal $ (38 ) $ 134 State and Local (16 ) 15 Total Current Tax Provision (Benefit) (54 ) 149 Deferred: Federal (2,179 ) (2,000 ) State and Local (215 ) 18 Total Deferred Tax Provision (Benefit) (2,394 ) (1,982 ) Total Tax Provision $ (2,448 ) $ (1,833 ) |
Schedule of Statutory Federal Income Tax Rate to Income Before the Provision for/(Benefit from) Income Taxes | The provision for/(benefit from) income tax differs from the amount computed by applying the statutory federal income tax rate to income before the provision for/(benefit from) income taxes. The sources and tax effects of the differences are as follows: For the June 30, For the June 30, Income taxes at Federal statutory rate (21.00 )% (21.00 )% State income taxes, net of Federal income tax benefit (1.35 )% (0.29 )% Tax Credits (1.56 )% (1.49 )% Stock-based compensation 1.21 % 0.28 % Other (0.53 )% 0.14 % Change in Valuation Allowance 19.15 % 19.32 % Effect of changes in income tax rate applied to net deferred taxes 0.37 % 0.04 % Income Tax Provision (3.71 )% (3.00 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows, (in thousands): June 30, June 30, Deferred Tax Assets Net Operating Loss Carryforwards $ 53,755 $ 47,031 Stock-based compensation 4,373 3,680 Credits 3,753 2,725 Research and development expenditures 8,145 — Other 1,387 1,022 71,413 54,458 Deferred Tax Liabilities Intangibles (3,338 ) (1,808 ) Accumulated depreciation/basis differences (9,945 ) (7,158 ) (13,283 ) (8,966 ) Valuation Allowance (58,130 ) (45,492 ) Net Deferred Tax Assets $ — $ — |
Schedule of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended June 30, 2023 and June 30, 2022 is as follows (in thousands): June 30, June 30, Beginning Balance $ 427 $ 326 Additions based on positions related to the current year 70 80 Additions for tax positions in prior years 44 21 Reductions for tax positions in prior years — — Expiration of statute of limitations — — Ending Balance $ 541 $ 427 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Segment Information [Abstract] | |
Schedule of Operating Segments Based on Revenue and Operating Profit (Loss) | The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the years ended June 30, 2023 and 2022 are as follows (in thousands): Fabrication RF Filters Total Year ended June 30, 2023 Revenue $ 8,984 $ 18,137 $ 27,121 Cost of revenue 5,512 24,725 30,237 Gross margin 3,472 (6,588 ) (3,116 ) Research and development — 33,243 33,243 General and administrative 3,341 26,368 29,710 Income/(Loss) from Operations $ 131 $ (66,199 ) $ (66,069 ) Year ended June 30, 2022 Revenue $ 1,870 $ 13,480 $ 15,350 Cost of Revenue 2,452 17,035 19,487 Gross Margin (582 ) (3,555 ) (4,137 ) Research and development — 35,708 35,708 General and administrative — 20,710 20,710 Loss from Operations $ (582 ) $ (59,973 ) $ (60,555 ) As of June 30, 2023 Accounts receivable $ 1,124 $ 3,629 $ 4,753 Property and equipment, net 2,394 55,432 57,826 As of June 30, 2022 Accounts receivable $ 572 $ 3,221 $ 3,793 Property and equipment, net — 51,157 51,157 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Loss Per Share [Abstract] | |
Schedule of Common Stock Equivalents | The Company had the following common stock equivalents at June 30, 2023 and 2022: June 30, June 30, Convertible Notes 9,341,825 9,341,825 Options 3,156,037 3,020,002 Warrants — 41,103 Total 12,497,862 2,664,686 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurement [Abstract] | |
Schedule of Liabilities Measured at Fair Value | The following table classifies the liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023 and 2022: Fair value Level 1 Level 2 Level 3 Contingent consideration $ — $ — $ — $ — Derivative liabilities 2,080 — — 2,080 Total fair value $ 2,080 $ — $ — $ 2,080 Fair value Level 1 Level 2 Level 3 Contingent consideration $ 1,446 $ — $ — $ 1,446 Derivative liabilities 3,028 — — 3,028 Total fair value $ 4,474 $ — $ — $ 4,474 |
Schedule of Fair Value of Level 3 Contingent Consideration | The following table sets forth a summary of the changes in the fair value of Level 3 contingent consideration that are measured at fair value on a recurring basis: Contingent consideration June 30, Beginning balance $ 1,446 Change in fair value of contingent consideration (1,446 ) Ending balance $ — |
Schedule of Fair Value of The Contingent Consideration Liabilities | The fair value of the contingent consideration liabilities on the balance sheet dates were valued with the following assumptions: June 30, June 30, Discount Rate — 14.3% – 14.5 % Revenue volatility 30% 30 % Risk free interest rate — 1.71% – 3.04 % Remaining term (years) 0.50 1.29 – 2.29 |
Schedule of Fair Value of Embedded Derivatives | The fair value of the contingent consideration liabilities on the balance sheet dates were valued with the following assumptions: Fair Value of Embedded Derivatives June 30, Beginning balance $ 3,028 Initial fair value of make whole provision in convertible note — Initial fair value of change in control provision in convertible note — Change in fair value of convertible note derivatives (948 ) Ending balance $ 2,080 |
Schedule of Fair Value of the Embedded Derivatives in Our Convertible Notes | The fair value of the embedded derivatives in our convertible notes on the issuance date and at the balance sheet date were valued with the following assumptions: June 30, June 30, Stock Price $ 3.18 $ 3.70 Volatility of stock price 70 % 70 % Risk free interest rate 4.32 % 3.01 % Debt yield 40.6 % 41.5 % Remaining term (years) 4.0 5.0 |
Liquidity (Details)
Liquidity (Details) $ in Millions | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Liquidity [Abstract] | |
Cash and cash equivalents | $ 43.1 |
Working capital | 42.3 |
Common stock remaining amount | $ 48 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash uninsured amount (in Dollars) | $ 42.3 | ||
Operating leases term | 1 year | ||
Dividend yield (in Dollars) | |||
Refundable tax credit, percentage | 25% | ||
New book minimum tax, percentage | 15% | ||
Average income (in Dollars) | $ 1,000 | ||
Excise tax, percentage | 1% | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | 2 years | ||
Valuation allowance percentage | 50% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | 11 years | ||
Valuation allowance percentage | 50% | ||
Developed Technology [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average useful lives | 10 years | ||
Trademarks [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average useful lives | 5 years | ||
Customer Relationships [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average useful lives | 7 years |
Revenue Recognition from Cont_3
Revenue Recognition from Contracts with Customers (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue Recognition from Contracts with Customers (Details) [Line Items] | ||
Performance obligations | $ 40,000,000 | |
Filter Product Sales [Member] | ||
Revenue Recognition from Contracts with Customers (Details) [Line Items] | ||
Opening contract liability balance | $ 300 | |
Non-recurring Engineering Business [Member] | ||
Revenue Recognition from Contracts with Customers (Details) [Line Items] | ||
Opening contract asset balance | $ 900,000 |
Revenue Recognition from Cont_4
Revenue Recognition from Contracts with Customers (Details) - Schedule of Revenues of Reportable Segments by Geographic Region - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | $ 27,121 | $ 15,350 |
Americas [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 11,179 | 3,777 |
Asia [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 12,996 | 8,630 |
Europe [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 2,932 | 2,930 |
Other [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 14 | 13 |
Foundry Fabrication Services Revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 8,951 | 1,873 |
Foundry Fabrication Services Revenue [Member] | Americas [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 7,287 | 1,389 |
Foundry Fabrication Services Revenue [Member] | Asia [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 1,503 | 484 |
Foundry Fabrication Services Revenue [Member] | Europe [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 161 | |
Foundry Fabrication Services Revenue [Member] | Other [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | ||
Product Sales Revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 18,170 | 13,477 |
Product Sales Revenue [Member] | Americas [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 3,892 | 2,388 |
Product Sales Revenue [Member] | Asia [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 11,493 | 8,146 |
Product Sales Revenue [Member] | Europe [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | 2,771 | 2,930 |
Product Sales Revenue [Member] | Other [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenue with Customers | $ 14 | $ 13 |
Revenue Recognition from Cont_5
Revenue Recognition from Contracts with Customers (Details) - Schedule of Changes in Opening and Closing Balances - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of changes in opening and closing balances of the contract asset and contract liability [Abstract] | ||
Balance, Contract Assets | $ 923 | $ 411 |
Balance, Contract Liability | 286 | 41 |
Closing, Contract Assets | 1,894 | 923 |
Closing, Contract Liability | 70 | 286 |
Increase/(Decrease), Contract Assets | 971 | 512 |
Increase/(Decrease), Contract Liability | $ (216) | $ 245 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory, Net of Reserves - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Inventory, Net of Reserves [Abstract] | ||
Raw Materials | $ 1,574 | $ 1,077 |
Work in Process | 3,741 | 1,061 |
Finished Goods | 2,233 | 1,956 |
Total Inventory | $ 7,548 | $ 4,094 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment, Net [Abstract] | ||
Depreciation expense | $ 9.2 | $ 6.8 |
Net book value | $ 7.1 | $ 14.5 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 84,335 | $ 68,431 | |
Less: Accumulated depreciation | (26,509) | (17,274) | |
Total | $ 57,826 | 51,157 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 2 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 11 years | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 1,000 | 1,000 | |
Estimated Useful Life | |||
Building & leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 9,016 | 7,715 | |
Estimated Useful Life | [1] | 11 years | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 71,151 | 57,750 | |
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 2 years | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 10 years | ||
Computer equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 3,168 | $ 1,966 | |
Computer equipment and software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | ||
Computer equipment and software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 5 years | ||
[1] Leasehold improvements which are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 29, 2022 | Oct. 15, 2021 | |
Business Acquisition (Details) [Line Items] | |||||
Loss from operation | $ 3,800 | ||||
Transaction amount | 1,400 | ||||
Ownership Interest [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Ownership interest | 49% | ||||
Grinding & Dicing Services, Inc. [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Cash consideration | 13,900 | ||||
Shares of common stock value | 1,700 | ||||
Original principal amount issued | $ 1,300 | ||||
Estimates over measurement period | 1 year | ||||
Fixed assets acquired | $ 2,538 | ||||
Estimated useful life | 5 years | ||||
General and administrative expenses | $ 200 | ||||
Cash | $ 6,000 | ||||
Unregistered shares price | $ 2,300 | ||||
Business combination of additional cash | $ 3,500 | ||||
Fair value of unregistered shares of common stock (in Shares) | 420,053 | ||||
Fair value | $ 1,900 | ||||
Potential payouts | $ 3,000 | $ 0 | |||
Volatility rate | 30% | ||||
Fair value of contingent consideration | $ 1,400 | ||||
Grinding & Dicing Services, Inc. [Member] | Trade Names [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Intangible assets acquired | $ 190 | ||||
Fair value of royalty rate | 0.50% | ||||
Fair value discount rate | 19% | ||||
Estimated useful life | 5 years | ||||
Grinding & Dicing Services, Inc. [Member] | Developed Technology Rights [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Intangible assets acquired | $ 1,980 | ||||
Fair value of royalty rate | 5% | ||||
Fair value discount rate | 19% | ||||
Estimated useful life | 7 years | ||||
Grinding & Dicing Services, Inc. [Member] | Customer Relationships [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Intangible assets acquired | $ 6,110 | ||||
Fixed assets acquired | $ 2,500 | ||||
Fair value of royalty rate | 19% | ||||
Fair value discount rate | 7.50% | ||||
Estimated useful life | 7 years | ||||
Grinding & Dicing Services, Inc. [Member] | Promissory Note [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Original principal amount issued | $ 4,000 | ||||
Grinding & Dicing Services, Inc. [Member] | First Earnouts [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Discount rate | 9.90% | ||||
Grinding & Dicing Services, Inc. [Member] | Second Earnouts [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Discount rate | 10.20% | ||||
RFM Integrated Devices, Inc. [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
General and administrative expenses | 100 | ||||
Ownership interest | 51% | ||||
Fair value of contingent consideration | 347 | ||||
Fair value of noncontrolling interest lack of control discount | 16.70% | ||||
Fair value consideration ownership percentage | 51% | ||||
Revenue closing of transaction | 5,700 | ||||
Loss from operation closing of transaction | $ 400 | ||||
RFM Integrated Devices, Inc. [Member] | Trade Names [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Fair value of royalty rate | 3% | ||||
Fair value discount rate | 18% | ||||
Estimated useful life | 5 years | ||||
RFM Integrated Devices, Inc. [Member] | Developed Technology Rights [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Estimates over measurement period | 7 years | ||||
Fair value of royalty rate | 4% | ||||
Fair value discount rate | 18% | ||||
RFM Integrated Devices, Inc. [Member] | Customer Relationships [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Fair value discount rate | 18% | ||||
Estimated useful life | 7 years | ||||
Fair value of attrition rate | 5% | ||||
Operating expense adjustment factor rate | 5% |
Business Acquisition (Details)
Business Acquisition (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Grinding & Dicing Services, Inc. [Member] | |
Consideration: | |
Cash paid | $ 13,915 |
Common stock | 1,690 |
Liabilities cancelled | (88) |
Total consideration | 15,517 |
Cash | 334 |
Fixed assets | 2,538 |
Other tangible assets | 1,366 |
Intangible assets | 8,289 |
Goodwill | 6,508 |
Deferred tax liabilities | (2,394) |
Liabilities assumed | (1,124) |
Total assets acquired | 15,517 |
RFM Integrated Devices, Inc. [Member] | |
Consideration: | |
Cash paid | 9,500 |
Common stock | 4,162 |
Fair value of contingent consideration | 1,099 |
Total consideration | 14,761 |
Cash | 1,921 |
Other tangible assets | 1,346 |
Intangible assets | 9,452 |
Goodwill | 8,051 |
Deferred tax liabilities | (1,980) |
Noncontrolling interest acquired | (2,158) |
Liabilities assumed | (1,871) |
Total assets acquired | $ 14,761 |
Business Acquisition (Details_2
Business Acquisition (Details) - Schedule of Unaudited Pro Forma Information - Unaudited Proforma [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition (Details) - Schedule of Unaudited Pro Forma Information [Line Items] | ||
Revenues | $ 30,701 | $ 24,500 |
Net Loss | $ (65,747) | $ (58,850) |
Net Loss per share (in Dollars per share) | $ (1.03) | $ (1.07) |
Goodwill (Details)
Goodwill (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Goodwill [Abstract] | |
Goodwill carrying amount | $ 14.6 |
Intangible Assets (Details)
Intangible Assets (Details) $ in Millions | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Intangible Assets [Abstract] | |
Amortization expense | $ 2 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,336 | $ 10,068 |
Accumulated Amortization | (3,095) | (1,074) |
Net Carrying Amount | 15,241 | 8,994 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 900 | 702 |
Accumulated Amortization | (258) | (99) |
Net Carrying Amount | $ 642 | $ 603 |
Weighted Average Useful Life in Years | 5 years | 5 years |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,867 | $ 1,911 |
Accumulated Amortization | (581) | (221) |
Net Carrying Amount | $ 3,286 | $ 1,690 |
Weighted Average Useful Life in Years | 10 years | 10 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 13,569 | $ 7,455 |
Accumulated Amortization | (2,256) | (754) |
Net Carrying Amount | $ 11,313 | $ 6,701 |
Weighted Average Useful Life in Years | 7 years | 7 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Future Amortization Expense of Intangible Assets - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Future Amortization Expense of Intangible Assets [Abstract] | ||
2024 | $ 2,618 | |
2025 | 2,618 | |
2026 | 2,618 | |
2027 | 2,519 | |
2028 | 2,458 | |
Thereafter | 2,410 | |
Total | $ 15,241 | $ 8,994 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Accounts payable | $ 3,979 | $ 3,630 |
Accrued salaries and benefits | 4,781 | 4,641 |
Accrued good received not invoiced | 3,700 | 1,472 |
Accrued professional fees | 2,248 | 704 |
Other accrued expenses | 2,319 | 757 |
Totals | $ 17,027 | $ 11,204 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |||
Dec. 09, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 09, 2022 | |
Notes Payable (Details) [Line Items] | ||||
Aggregate principle amount | $ 44,000,000 | $ 44,000,000 | ||
Maturity date | Jun. 15, 2027 | |||
Total debt discount and debt issuance costs | $ 3,300,000 | |||
Issuance date | 3,000,000 | |||
Debt issuance costs | 300,000 | |||
Contractual interest | 564,000 | 29,000 | ||
Compensation expense | $ 667,000 | |||
Convertible Debt Securities [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Aggregate principle amount | $ 44,000,000 | |||
Interest rate percentage | 6% | 6% | ||
Debt instrument, redemption price, percentage | 100% | |||
Debt conversion price (in Dollars per share) | $ 4.71 | |||
Principal amount | $ 1,000 | |||
Weighted average price percentage | 95% | |||
Convertible notes redemption description | The Notes will become subject to the Company’s right to redeem as follows: (i) on or after June 9, 2023, up to one-third of the aggregate principal amount of the Notes initially issued; (ii) on or after June 9, 2024, up to two-thirds of the aggregate principal amount of the Notes initially issued; and (iii) on or after June 9, 2025, up to 100% of the aggregate principal amount of the Notes initially issued; provided, that at any time the Company exercises the redemption right, (1) the closing sale price per share of the Company’s common stock is greater than 150% of the then-effective conversion price for each of 20 consecutive days of the 30 consecutive trading day period immediately preceding the Company’s redemption notice and (2) a registration statement registering the resale of all shares of common stock into which the principal amount of the Notes is convertible and all shares of common stock issuable as interest or as Interest Make-Whole Payments upon conversion or redemption of any Notes is effective and a current prospectus related thereto remains available throughout the period from the date the redemption notice is delivered to the holders to and including the redemption date. | |||
Stock price percentage | 95% | |||
Fair value of components | $ 3,000,000 | |||
Contractual interest | 2,640,000 | $ 154,000 | ||
Promissory Note [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Aggregate principle amount | 4,000,000 | |||
Outstanding principal amount | $ 1,300,000 | |||
Trustee [Member] | Convertible Debt Securities [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Debt instrument, redemption price, percentage | 95% | |||
Interest Make Whole Payment [Member] | Convertible Debt Securities [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Weighted average price percentage | 95% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Convertible Debt - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Notes Payable (Details) - Schedule of Convertible Debt [Line Items] | ||
Face Value | $ 44,000 | $ 44,000 |
Remaining Debt (Discount) | (2,733) | (3,297) |
Fair Value of Embedded Derivatives | 2,080 | 3,028 |
Carrying Value | $ 43,347 | $ 43,731 |
6.0% convertible senior notes [Member] | ||
Notes Payable (Details) - Schedule of Convertible Debt [Line Items] | ||
Maturity Date | Jun. 15, 2027 | Jun. 15, 2027 |
Stated Interest Rate | 6% | 6% |
Conversion Price (in Dollars per share) | $ 4.71 | $ 4.71 |
Face Value | $ 44,000 | $ 44,000 |
Remaining Debt (Discount) | (2,733) | (3,297) |
Fair Value of Embedded Derivatives | 2,080 | 3,028 |
Carrying Value | $ 43,347 | $ 43,731 |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of Customer Concentration as a Percentage of Revenue | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Customer 1 [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | 14% | 26% | |
Accounts receivable | 15% | 26% | |
Customer 2 [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | 18% | 10% | |
Customer 3 [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | 21% | ||
Vendor 1 [Member] | |||
Concentration Risk [Line Items] | |||
Purchases | 11% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 02, 2022 | Nov. 01, 2018 | Jan. 19, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 10, 2022 | Sep. 24, 2019 | |
Stockholders’ Equity (Details) [Line Items] | |||||||
Remains available of common stock sold | $ 48,000,000 | ||||||
Underwritten public offering (in Shares) | 3,000,000 | 12,545,454 | |||||
Common stock price to public per share (in Dollars per share) | $ 2.75 | ||||||
Underwritten offering of common stock, issued (in Shares) | 1,636,363 | ||||||
Gross proceeds | $ 34,500,000 | ||||||
Offering expenses | 2,500,000 | ||||||
Net proceeds | $ 32,000,000 | ||||||
Number of shares reserved for issuance (in Shares) | 4,638,242 | 12,000,000 | 6,000,000 | ||||
Stock option granted percentage | 10% | ||||||
Vesting period | 5 years | ||||||
Vesting percentage | 85% | 0% | |||||
Total intrinsic value of options exercised | $ 0 | $ 286,000 | |||||
Stock-based compensation expense | $ 7,700,000 | $ 10,200,000 | |||||
Weighted average fair value grant date fair value per share (in Dollars per share) | $ 1.95 | $ 4.71 | |||||
Fair value of restricted awards | $ 3,500,000 | $ 5,100,000 | |||||
Restricted stock units (in Shares) | 297,798 | ||||||
Equity incentive plan [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 9,400,000 | ||||||
Weighted average fair value grant date fair value per share (in Dollars per share) | $ 7.6 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 250,000 | 250,000 | |||||
Restricted stock units (in Shares) | 20,000 | ||||||
ATM Sales Agreement [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Aggregate offering price | $ 50,000,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 6,500,000 | $ 7,700,000 | |||||
Weighted average fair value grant date fair value per share (in Dollars per share) | $ 3.2 | $ 8.16 | |||||
Market Value Stock Unit Awards [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Vesting period | 3 years | ||||||
Stock-based compensation expense | $ 900,000 | $ 0 | |||||
Weighted average fair value grant date fair value per share (in Dollars per share) | $ 7.6 | ||||||
Aggregate restricted stock units (in Shares) | 420,000 | ||||||
Unrecognized stock-based compensation expense | $ 2,100,000 | ||||||
Market Value Stock Unit Awards [Member] | Minimum [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Vesting percentage | 0% | ||||||
Market Value Stock Unit Awards [Member] | Maximum [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Vesting percentage | 200% | ||||||
Akoustis Technologies, Inc. [Member] | Employee Stock Purchase Plan [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Restricted stock units (in Shares) | 90,000 | 140,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Black-Scholes Option Pricing Model - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders’ Equity (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items] | ||
Expected term (years) | 4 years | 5 years |
Dividend yield | 0% | 0% |
Weighted Average Grant Date Fair Value of Options granted during the period (in Dollars per share) | $ 1.95 | $ 4.71 |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 2.83 | $ 3.79 |
Expected term (years) | 4 years | 4 years 9 months |
Risk-free interest rate | 3.49% | 0.76% |
Volatility | 67% | 66% |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of Black-Scholes Option Pricing Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 4.23 | $ 10.15 |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 4.59% | 3.38% |
Volatility | 70% | 67% |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Option Activity $ / shares in Units, $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Schedule of Option Activity [Abstract] | |
Options, Outstanding Beginning balance | shares | 3,020,002 |
Weighted- Average Exercise Price, Outstanding Beginning balance | $ / shares | $ 6.49 |
Options, Granted | shares | 297,798 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 3.48 |
Options, Exercised | shares | |
Weighted- Average Exercise Price, Exercised | $ / shares | |
Options, Forfeited/Cancelled | shares | (161,763) |
Weighted- Average Exercise Price, Forfeited/Cancelled | $ / shares | $ 7.12 |
Options, Outstanding Ending balance | shares | 3,156,037 |
Weighted- Average Exercise Price, Outstanding Ending balance | $ / shares | $ 6.61 |
Weighted- Average Remaining Contractual Term (in years), Outstanding Ending balance | 3 years 6 months |
Aggregate Intrinsic Value, Outstanding Ending balance | $ | $ 231 |
Options, Exercisable | shares | 2,032,665 |
Weighted- Average Exercise Price, Exercisable | $ / shares | $ 6.24 |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 2 years 6 months 3 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 218 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Unrecognized Stock-Based Compensation Expense and Weighted-Average Years $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Options [Member] | |
Stockholders’ Equity (Details) - Schedule of Unrecognized Stock-Based Compensation Expense and Weighted-Average Years [Line Items] | |
Unrecognized stock-based compensation | $ 1,771 |
Weighted-average years to be recognized | 1 year 10 months 28 days |
Restricted Stock Awards/Units [Member] | |
Stockholders’ Equity (Details) - Schedule of Unrecognized Stock-Based Compensation Expense and Weighted-Average Years [Line Items] | |
Unrecognized stock-based compensation | $ 9,838 |
Weighted-average years to be recognized | 2 years 21 days |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of Total Operating Expenses in the Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Total Operating Expenses in the Consolidated Statements of Operations [Abstract] | ||
Research and Development | $ 3,692 | $ 5,586 |
General and Administrative | 5,715 | 4,661 |
Total | $ 9,407 | $ 10,247 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of Unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Unit Awards (“RSUs”) Outstanding - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Restricted Stock Awards and Restricted Stock Unit Awards [Member] | ||
Stockholders’ Equity (Details) - Schedule of Unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Unit Awards (“RSUs”) Outstanding [Line Items] | ||
Number of RSAs/RSUs, Outstanding Beginning balance | 2,177,585 | |
Weighted Average Fair Value per Share/Unit, Outstanding Beging balance | $ 8.3 | |
Number of RSAs/RSUs, Granted | 2,135,760 | |
Weighted Average Fair Value per Share/Unit, Granted | $ 3.2 | $ 8.16 |
Number of RSAs/RSUs, Vested | (1,030,674) | |
Weighted Average Fair Value per Share/Unit, Vested | $ 6.5 | |
Number of RSAs/RSUs, Forfeited/Cancelled/Repurchased | (249,436) | |
Weighted Average Fair Value per Share/Unit, Forfeited/Cancelled/Repurchased | $ 7.54 | |
Number of RSAs/RSUs, Outstanding Ending balance | 3,033,235 | 2,177,585 |
Weighted Average Fair Value per Share/Unit, Outstanding Ending balance | $ 5.39 | $ 8.3 |
Market Value Stock Unit Awards [Member] | ||
Stockholders’ Equity (Details) - Schedule of Unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Unit Awards (“RSUs”) Outstanding [Line Items] | ||
Number of RSAs/RSUs, Outstanding Beginning balance | ||
Weighted Average Fair Value per Share/Unit, Outstanding Beging balance | ||
Number of RSAs/RSUs, Granted | 415,000 | |
Weighted Average Fair Value per Share/Unit, Granted | $ 7.6 | |
Number of RSAs/RSUs, Vested | ||
Weighted Average Fair Value per Share/Unit, Vested | ||
Number of RSAs/RSUs, Forfeited/Cancelled/Repurchased | 20,000 | |
Weighted Average Fair Value per Share/Unit, Forfeited/Cancelled/Repurchased | $ 7.86 | |
Number of RSAs/RSUs, Outstanding Ending balance | 395,000 | |
Weighted Average Fair Value per Share/Unit, Outstanding Ending balance | $ 7.58 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Future lease payments term | 5 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Lease Expense - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Operating Lease Expense [Abstract] | ||
Operating Lease Expense | $ 519 | $ 348 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Balance Sheet Information Related to Leases - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Assets | ||
Operating lease assets,Classification on the Consolidated Balance Sheet | Other non-current assets | |
Operating lease assets | $ 1,374 | $ 1,126 |
Liabilities | ||
Other current liabilities,Classification on the Consolidated Balance Sheet | Current liabilities | |
Other current liabilities | $ 439 | 313 |
Operating lease liabilities,Classification on the Consolidated Balance Sheet | Other non-current liabilities | |
Operating lease liabilities | $ 976 | $ 811 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Operating Lease | Jun. 30, 2023 | Jun. 30, 2022 |
Weighted Average Remaining Lease Term: | ||
Operating leases | 2 years 11 months 19 days | 3 years 5 months 1 day |
Weighted Average Discount Rate: | ||
Operating leases | 12.77% | 10.03% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Minimum Future Lease Payments $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule of Minimum Future Lease Payments [Abstract] | |
2024 | $ 589 |
2025 | 606 |
2026 | 374 |
2027 | 66 |
Thereafter | 79 |
Total lease payments (Undiscounted cash flows) | 1,714 |
Less imputed interest | (299) |
Total | $ 1,415 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 27, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies [Abstract] | |||
Lease, description | Pursuant to the Agreements, the Company will lease for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). | ||
Aggregate principal amount | $ 12 | ||
Lease benefits | $ 0.4 | ||
Gross unrecognized indirect tax credits | $ 0.1 | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Income Taxes (Details) [Line Items] | |||
Tax credit carryforward amount | $ 3,700 | ||
Net change in the valuation allowance | 12,600 | ||
Gross unrecognized tax benefits | 500 | $ 400 | |
Amount of unrecognized tax benefits | 500 | $ 400 | |
Unrecognized tax benefit | $ 541 | ||
Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 34,200 | ||
Loss carryovers due to carryforwards | 213,100 | ||
North Carolina [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 29,900 | ||
New York [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 11,500 | ||
California [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 17,100 | ||
Florida [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 400 | ||
Massachusetts [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 100 | ||
Pennsylvania [Member] | |||
Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | $ 300 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Current: | ||
Federal | $ (38) | $ 134 |
State and Local | (16) | 15 |
Total Current Tax Provision (Benefit) | (54) | 149 |
Deferred: | ||
Federal | (2,179) | (2,000) |
State and Local | (215) | 18 |
Total Deferred Tax Provision (Benefit) | (2,394) | (1,982) |
Total Tax Provision (Benefit) | $ (2,448) | $ (1,833) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate to Income Before The Provision for/(Benefit From) Income Taxes | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Statutory Federal Income Tax Rate to Income before the Provision for Benefit from Income Taxes [Abstract] | ||
Income taxes at Federal statutory rate | (21.00%) | (21.00%) |
State income taxes, net of Federal income tax benefit | (1.35%) | (0.29%) |
Tax Credits | (1.56%) | (1.49%) |
Stock-based compensation | 1.21% | 0.28% |
Other | (0.53%) | 0.14% |
Change in Valuation Allowance | 19.15% | 19.32% |
Effect of changes in income tax rate applied to net deferred taxes | 0.37% | 0.04% |
Income Tax Provision | (3.71%) | (3.00%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred Tax Assets | ||
Net Operating Loss Carryforwards | $ 53,755 | $ 47,031 |
Stock-based compensation | 4,373 | 3,680 |
Credits | 3,753 | 2,725 |
Research and development expenditures | 8,145 | |
Other | 1,387 | 1,022 |
Total | 71,413 | 54,458 |
Deferred Tax Liabilities | ||
Intangibles | (3,338) | (1,808) |
Accumulated depreciation/basis differences | (9,945) | (7,158) |
Total | (13,283) | (8,966) |
Valuation Allowance | (58,130) | (45,492) |
Net Deferred Tax Assets |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Gross Unrecognized Tax Benefits - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Gross Unrecognized Tax Benefits [Abstract] | ||
Beginning Balance | $ 427 | $ 326 |
Additions based on positions related to the current year | 70 | 80 |
Additions for tax positions in prior years | 44 | 21 |
Reductions for tax positions in prior years | ||
Expiration of statute of limitations | ||
Ending Balance | $ 541 | $ 427 |
Segment Information (Details) -
Segment Information (Details) - Schedule of Operating Segments Based on Revenue and Operating Profit (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 27,121 | $ 15,350 |
Cost of revenue | 30,237 | 19,487 |
Gross margin | (3,116) | (4,137) |
Research and development | 33,243 | 35,708 |
General and administrative | 29,710 | 20,710 |
Income/(Loss) from Operations | (66,069) | (60,555) |
Accounts receivable | 4,753 | 3,793 |
Property and equipment, net | 57,826 | 51,157 |
Fabrication Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,984 | 1,870 |
Cost of revenue | 5,512 | 2,452 |
Gross margin | 3,472 | (582) |
Research and development | ||
General and administrative | 3,341 | |
Income/(Loss) from Operations | 131 | (582) |
Accounts receivable | 1,124 | 572 |
Property and equipment, net | 2,394 | |
RF Filters [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 18,137 | 13,480 |
Cost of revenue | 24,725 | 17,035 |
Gross margin | (6,588) | (3,555) |
Research and development | 33,243 | 35,708 |
General and administrative | 26,368 | 20,710 |
Income/(Loss) from Operations | (66,199) | (59,973) |
Accounts receivable | 3,629 | 3,221 |
Property and equipment, net | $ 55,432 | $ 51,157 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Common Stock Equivalents - shares | Jun. 30, 2023 | Jun. 30, 2022 |
Loss Per Share (Details) - Schedule of Common Stock Equivalents [Line Items] | ||
Total common stock equivalents shares | 12,497,862 | 2,664,686 |
Convertible Notes [Member] | ||
Loss Per Share (Details) - Schedule of Common Stock Equivalents [Line Items] | ||
Total common stock equivalents shares | 9,341,825 | 9,341,825 |
Options [Member] | ||
Loss Per Share (Details) - Schedule of Common Stock Equivalents [Line Items] | ||
Total common stock equivalents shares | 3,156,037 | 3,020,002 |
Warrants [Member] | ||
Loss Per Share (Details) - Schedule of Common Stock Equivalents [Line Items] | ||
Total common stock equivalents shares | 41,103 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of Liabilities Measured at Fair Value - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | $ 1,446 | |
Derivative liabilities | 2,080 | 3,028 |
Total fair value | 2,080 | 4,474 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | ||
Derivative liabilities | ||
Total fair value | ||
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | ||
Derivative liabilities | ||
Total fair value | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | 1,446 | |
Derivative liabilities | 2,080 | 3,028 |
Total fair value | $ 2,080 | $ 4,474 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of Fair Value of Level 3 Contingent Consideration - Level 3 [Member] | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 1,446 |
Change in fair value of contingent consideration | (1,446) |
Ending balance |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of Fair Value of the Contingent Consideration Liabilities - Contingent Consideration Liabilities [Member] | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Discount Rate | ||
Revenue volatility | 30% | 30% |
Risk free interest rate | ||
Remaining term (years) | 6 months | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Discount Rate | 14.30% | |
Risk free interest rate | 1.71% | |
Remaining term (years) | 1 year 3 months 14 days | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Discount Rate | 14.50% | |
Risk free interest rate | 3.04% | |
Remaining term (years) | 2 years 3 months 14 days |
Fair Value Measurement (Detai_4
Fair Value Measurement (Details) - Schedule of Fair Value of Embedded Derivatives | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Schedule of Fair Value of Embedded Derivatives [Abstract] | |
Beginning balance | $ 3,028 |
Initial fair value of make whole provision in convertible note | |
Initial fair value of change in control provision in convertible note | |
Change in fair value of convertible note derivatives | (948) |
Ending balance | $ 2,080 |
Fair Value Measurement (Detai_5
Fair Value Measurement (Details) - Schedule of Fair Value of the Embedded Derivatives in Our Convertible Notes - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Fair Value of the Embedded Derivatives in Our Convertible Notes [Abstract] | ||
Stock Price | $ 3.18 | $ 3.7 |
Volatility of stock price | $ 70 | $ 70 |
Risk free interest rate | 4.32% | 3.01% |
Debt yield | 40.60% | 41.50% |
Remaining term (years) | 4 years | 5 years |