UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

AKOUSTIS TECHNOLOGIES, INC.
___________________________________________________________
(Name of Registrant as Specified In Its Charter)

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check in the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Akoustis Technologies, Inc.
9805 Northcross Center Court, Suite A
Huntersville, NC 28078
(704) 997-5735

September 26, 2022

To the Stockholders of Akoustis Technologies, Inc.:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Akoustis Technologies, Inc. (the “Company”). The Annual Meeting will be held at the offices of K&L Gates LLP, 300 South Tryon Street, Suite 1000, Charlotte, North Carolina 28202, on Thursday, November 10, 2022 at 10:00 a.m., local time, or at such adjournments or postponements thereof.

Details of the business to be conducted at the Annual Meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement, each of which we urge you to read carefully. In addition, enclosed are a proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

We sincerely hope that you can attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to review these proxy materials and submit your voting instructions in advance of the Annual Meeting by Internet, by telephone, or by mail. Instructions regarding submitting a proxy by Internet and telephone are included on the proxy card. If you choose to submit a proxy by mail, please mark, sign and date the proxy card and return it in the enclosed postage-paid envelope. If you attend the Annual Meeting and desire to revoke your proxy and vote in person, you may do so. You may revoke your proxy at any time before it is exercised as explained in the Proxy Statement.

If you have any questions or need assistance voting your shares, please contact Andrew Wright, the Company’s General Counsel and Corporate Secretary, at (704) 997-5735.

		Sincerely,
		/s/ Andrew Wright
		Andrew Wright
		General Counsel and Corporate Secretary

Akoustis Technologies, Inc.
9805 Northcross Center Court, Suite A
Huntersville, NC 28078
(704) 997-5735

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 10, 2022 AT 10:00 A.M.

The 2022 Annual Meeting of Stockholders of Akoustis Technologies, Inc. (the “Company”) will be held at the offices of K&L Gates LLP, 300 South Tryon Street, Suite 1000, Charlotte, North Carolina 28202 on Thursday, November 10, 2022 at 10:00 a.m., local time, and any adjournments or postponements thereof (the “Annual Meeting”) for the following purposes:

1. to elect seven directors of the Company to serve one-year terms expiring at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal;

2. to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;

3. to approve, as required by Nasdaq Marketplace Rule 5635(d) (the “Listing Rule”), the potential issuance of shares of the Company’s common stock in respect of the Company’s 6.0% Convertible Senior Notes due 2027 (the “2027 Notes”) exceeding 19.99% of the number of shares of common stock outstanding at the time of the issuance of the 2027 Notes, including upon the conversion of the 2027 Notes, upon payment of interest thereon, and upon certain make-whole payments;

4. to approve an amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares reserved for issuance thereunder from 6,000,000 to 12,000,000 shares;

5. to approve an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of common stock from 100,000,000 to 125,000,000 shares;

6. to approve an amendment to the Company’s Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law;

7. to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023; and

8. to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors is not aware of any other business to come before the Annual Meeting.

We have fixed September 15, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Only holders of record of the Company’s common stock at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to review these proxy materials and submit your voting instructions in advance of the Annual Meeting by Internet, telephone, or mail, as described on the enclosed proxy card. You may also vote your shares in person at the Annual Meeting. To obtain directions to the Annual Meeting, please call (704) 997-5735.

The Board of Directors recommends that stockholders vote “FOR” each of the director nominees, “FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, “FOR” the approval, as required by the Listing Rule, of the potential issuance of shares of the Company’s common stock in respect of the 2027 Notes exceeding 19.99% of the number of shares of common stock outstanding at the time of the issuance of the 2027 Notes, including upon the conversion of the 2027 Notes, upon payment of interest thereon, and upon certain make-whole payments, “FOR” the approval of the amendment to the 2018 Stock Incentive Plan to increase the number of shares reserved for issuance thereunder by 6,000,000 shares, “FOR” the approval of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock by 25,000,000 shares, “FOR” the approval of the amendment to the Company’s Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law and “FOR” the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023.

You may revoke your proxy at any time prior to or at the Annual Meeting by written notice to the Company, by executing a proxy bearing a later date, or by attending the Annual Meeting and voting in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 10, 2022: the Proxy Statement and the Company’s Annual Report on Form 10-K are available at www.proxyvote.com.

		By order of the Board of Directors,
		/s/ Andrew Wright
		Andrew Wright
		General Counsel and Corporate Secretary
		Huntersville, North Carolina September 26, 2022

September 26, 2022

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 10, 2022

The Board of Directors (the “Board of Directors” or “Board”) of Akoustis Technologies, Inc. (the “Company”) is furnishing you this proxy statement to solicit, on its behalf, proxies to be voted at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, November 10, 2022 at 10:00 a.m., local time, at the offices of K&L Gates LLP, 300 South Tryon Street, Suite 1000, Charlotte, North Carolina 28202, and at any adjournment or postponements thereof. These proxy materials are first being mailed or made available to stockholders on or about September 26, 2022.

The entire cost of soliciting these proxies will be borne by the Company. In addition to the delivery of the proxy materials by mail, the Company may request banks, brokers, and other record holders, or a proxy solicitor acting on its behalf, to send proxies and proxy materials to the beneficial owners of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), and to secure the voting instructions of such beneficial owners. The Company will reimburse any such banks, brokers, other record holders, or proxy solicitors acting on its behalf for their reasonable expenses in so doing. The Company has not engaged a proxy solicitor to solicit proxies from stockholders; however, the Company retains the right to do so if it deems such solicitation necessary. Furthermore, the Company may also use one or more of its current employees, who will not be specially compensated, to solicit proxies from stockholders in person, by telephone, by e-mail, or by special letter.

The Annual Meeting will be held for the purpose of considering and voting upon the following:

1. to elect seven directors of the Company to serve one-year terms expiring at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal;

2. to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;

3. to approve, as required by Nasdaq Marketplace Rule 5635(d) (the “Listing Rule”), the potential issuance of shares of Common Stock in respect of the Company’s 6.0% Convertible Senior Notes due 2027 (the “2027 Notes”) exceeding 19.99% of the number of shares of Common Stock outstanding at the time of the issuance of the 2027 Notes, including upon the conversion of the 2027 Notes, upon payment of interest thereon, and upon certain make-whole payments;

4. to approve an amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares reserved for issuance there under from 6,000,000 to 12,000,000 shares;

5. to approve an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 125,000,000 shares;

6. to approve an amendment to the Company’s Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law;

7. to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023; and

8. to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board is not aware of any other business to come before the Annual Meeting.

TABLE OF CONTENTS

		Page
GENERAL INFORMATION CONCERNING VOTING		1
Date, Time, and Place		1
Purpose of the Annual Meeting		1
Recommendation of the Board of Directors		1
Who May Vote		1
Voting Methods		2
Submitting a Proxy		2
Revocability of Proxies		2
Quorum and Vote Necessary for Action		2

REFERENCES TO OUR WEBSITE ADDRESS		4

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		5

PROPOSAL 1 ELECTION OF DIRECTORS		7

DIRECTORS AND EXECUTIVE OFFICERS		8

CORPORATE GOVERNANCE MATTERS		11
Director Independence		11
Board Leadership Structure and Role in Risk Oversight		11
Board Meetings and Director Attendance		11
Committees of the Board of Directors		12
Process for Nominating Potential Director Candidates		13
Code of Business Conduct and Ethics		14
Stockholder and Interested Party Communications with Directors		14

COMPENSATION AND OTHER INFORMATION CONCERNING OUR EXECUTIVE OFFICERS AND DIRECTORS		15
Executive Compensation		15
Director Compensation		20

PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION		22

PROPOSAL 3 APPROVAL OF POTENTIAL ISSUANCE OF SHARES IN RESPECT OF THE 2027 NOTES		23

PROPOSAL 4 AMENDMENT TO 2018 STOCK INCENTIVE PLAN		27

PROPOSAL 5 AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES		36

PROPOSAL 6 AMENDMENT TO CERTIFICATE OF INCORPORATION TO EXPAND EXCULPATION PROVISION TO LIMIT OFFICER LIABILITY		38

PROPOSAL 7 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2023		39
Fees		39
Pre-Approval Practice		39

REPORT OF THE AUDIT COMMITTEE		41

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		41

		Page
DELINQUENT SECTION 16(a) REPORTS		41

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS		42

ANNUAL REPORT		43

HOUSEHOLDING OF ANNUAL MEETING MATERIALS		43

OTHER MATTERS		43

GENERAL INFORMATION CONCERNING VOTING

Date, Time, and Place

The Company will hold its Annual Meeting at the offices of K&L Gates LLP, 300 South Tryon Street, Suite 1000, Charlotte, North Carolina 28202 at 10:00 a.m., local time, on Thursday, November 10, 2022.

Purpose of the Annual Meeting

At the Annual Meeting, the Company’s stockholders will be asked to consider and vote upon the following:

1. to elect seven directors of the Company to serve one-year terms expiring at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal;

2. to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;

3. to approve, as required by the Listing Rule, the potential issuance of shares of Common Stock in respect of the 2027 Notes exceeding 19.99% of the number of shares of Common Stock outstanding at the time of the issuance of the 2027 Notes, including upon the conversion of the 2027 Notes, upon payment of interest thereon, and upon certain make-whole payments;

4. to approve an amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares reserved for issuance there under from 6,000,000 to 12,000,000 shares;

5. to approve an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 125,000,000 shares;

6. to approve an amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law;

7. to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023; and

8. to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board is not aware of any other business to come before the Annual Meeting.

Recommendation of the Board of Directors

The Board of Directors has determined that each of the proposals is advisable and in the best interests of the Company and its stockholders and recommends that stockholders vote “FOR” each of the director nominees, “FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, “FOR” the approval of the issuance of shares of Common Stock in respect of the 2027 Notes exceeding 19.99% of the number of shares of Common Stock outstanding at the time of the issuance of the 2027 Notes, “FOR” the approval of the amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares reserved for issuance thereunder by 6,000,000 shares, “FOR” the approval of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock by 25,000,000 shares, “FOR” the approval of the amendment to the Company’s Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law and “FOR” the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023.

Who May Vote

Stockholders of record of Common Stock as of the close of business on September 15, 2022, the record date established by the Board of Directors (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof, either in person or by proxy. Each share of Common Stock is entitled to one vote on each matter expected to be presented at the Annual Meeting, including the election of directors. On the Record Date, there were 57,317,172 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Stockholders do not have cumulative voting rights.

Voting Methods

You may vote at the Annual Meeting in person, by submitting a proxy by mailing the enclosed proxy card or by submitting voting instructions by telephone or on the Internet. Instructions regarding submitting your proxy or voting instructions by telephone and on the Internet are included on the proxy card. You may not submit your voting instructions by telephone or on the Internet after 11:59 p.m. Eastern Time on Wednesday, November 9, 2022. If you choose to submit a proxy by mail, please mark, sign, and date the proxy card and return it in the enclosed postage-paid envelope. If a bank, broker, or other nominee (“broker”) holds your shares, you will receive voting instructions directly from the broker.

If you decide to attend the Annual Meeting in person, upon your arrival you will need to register as a visitor with the security desk in the lobby of 300 South Tryon Street, Charlotte, North Carolina 28202. Please be sure to have state or government issued photo identification with you at the time of registration. After a determination that you are a registered holder of Common Stock, you will receive a security pass that will allow you to attend the Annual Meeting. If you are not a registered holder, please be sure that you bring your state or government issued photo identification as well as either (i) a proxy issued to you in your name by your brokerage firm, bank or other nominee, or (ii) a brokerage statement showing your beneficial ownership of Common Stock as of the Record Date (and a legal proxy from your brokerage firm, bank, or other nominee if you wish to vote your shares at the Annual Meeting) to present at the time of registration.

Submitting a Proxy

The form of proxy solicited by the Board of Directors permits you to specify a choice among “for all” nominees, “withhold all” nominees, and “for all except” designated nominees, and a choice among “for,” “against,” and “abstain” with respect to the proposals regarding approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, regarding approval of the potential issuance of shares of Common Stock in respect of the 2027 Notes, regarding approval of an amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares of Common Stock thereunder by 6,000,000 shares, regarding approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock by 25,000,000 shares, regarding approval of an amendment to the Company’s Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law and regarding auditor ratification. All shares represented by valid proxies that the Company receives through this solicitation, and that are not validly revoked, will be voted according to your instructions on the proxy card or as instructed by phone or via the Internet. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations. If other matters properly come before the Annual Meeting, the persons appointed to vote the proxies will vote on these matters in accordance with their best judgment. The proxies also have discretionary authority to vote to adjourn the Annual Meeting, including for the purpose of soliciting proxies to vote in accordance with the Board of Directors’ recommendations. The Board of Directors has selected Jeffrey B. Shealy and Andrew Wright to act as proxies with full power of substitution and resubstitution at the Annual Meeting. Either of them is authorized to vote, on behalf of the Board, all proxies to vote shares of Common Stock at the Annual Meeting or any adjournment or postponement thereof granted by stockholders of the Company. The enclosed proxy with respect to the Annual Meeting is solicited by the Board of Directors.

Revocability of Proxies

Even if you execute a proxy or submit a proxy by telephone or over the internet, you have the right to revoke it and change your vote by notifying us at any time before your shares are voted at the Annual Meeting. You may revoke a proxy at any time by submitting written notice of revocation to Andrew Wright, the Company’s General Counsel and Corporate Secretary, before the shares are voted, by submitting a proxy having a later date, or by appearing at the Annual Meeting and voting in person. Unless so revoked, the shares of Common Stock represented by the valid proxies received pursuant to this solicitation will be voted in accordance with the specifications given therein. Attendance at the Annual Meeting, without voting, will not serve to revoke a previously submitted proxy.

Quorum and Vote Necessary for Action

Quorum. The presence of the holders of a majority of the outstanding shares of the Common Stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum.

Required Vote. Directors are elected (Proposal 1) by a plurality of the votes cast by the shares entitled to vote in the election, which means that the seven director nominees who receive the greatest number of “for” votes will be elected. You may vote “for all,” “withhold all” or “for all except” with respect to the election of directors. Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (Proposal 2), approval of the amendment to our 2018 Stock Incentive Plan to increase the number of authorized shares of Common Stock issuable thereunder by 6,000,000 shares (Proposal 4), and ratification of the appointment of our independent registered accounting firm (Proposal 7) requires the affirmative vote of the stockholders present in person or represented by proxy holding shares representing at least a majority of the votes so present or represented by proxy and entitled to be cast thereon. Approval of the potential issuance of shares of the Company’s Common Stock in respect of the 2027 Notes exceeding 19.99% of the number of shares of Common Stock outstanding at the time of the issuance of the 2027 Notes (Proposal 3) requires a majority of the votes cast to be voted “for” the proposal. Approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock by 25,000,000 shares (Proposal 5) and approval of the amendment to our Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (Proposal 6) require the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. You may vote “for,” “against,” or “abstain” with respect to Proposals 2, 3, 4, 5, 6, and 7.

Broker Non-Votes. A broker holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the client’s shares with respect to “routine” matters if the client does not provide voting instructions. The broker, however, is not permitted to vote the client’s shares with respect to “non-routine” matters without voting instructions. A “broker non-vote” occurs when your broker submits a proxy for your shares but does not vote on a particular proposal because the broker does not have discretionary voting power for that item and has not received instructions from you. Broker non-votes, if any, will be counted for purposes of determining a quorum. Broker non-votes will not be treated as votes cast on Proposal 1 and will not be treated as votes entitled to be cast on Proposal 2, 3 or 4 and, therefore, will have no effect on the vote required for the approval of Proposal 1, 2, 3 or 4. We do not expect any broker non-votes with respect to Proposal 5 or 7, and therefore a failure to instruct your broker on how to vote on such matters will have no effect on the outcome of the vote. Broker non-votes will be treated as votes against Proposal 6.

“Routine” and “Non-routine” Matters. Approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock by 25,000,000 shares (Proposal 5) and the approval of the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 (Proposal 7) are considered to be routine matters. Therefore, even if your broker does not receive voting instructions from you, your broker is entitled (but not required) to vote your shares on Proposals 5 and 7. The election of directors (Proposal 1), approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (Proposal 2), approval of the potential issuance of shares of Common Stock in respect of the 2027 Notes exceeding 19.99% of the number of shares of Common Stock outstanding at the time of the issuance of the 2027 Notes (Proposal 3), approval of the amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 6,000,000 shares (Proposal 4), and approval of the amendment to our Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (Proposal 6) are considered non-routine matters under applicable stock exchange rules, and your broker is not entitled to vote your shares on these proposals without your instructions.

Abstentions and Withheld Votes. If you abstain from voting or withhold your vote on a particular matter, your shares will be counted for purposes of determining whether a quorum is present but will not be treated as cast either for or against Proposal 1 or 3, and therefore will have no effect on the outcome of the vote. Abstentions will have the same effect as votes cast against Proposals 2, 4, 5, 6 and 7.

There are no appraisal rights with respect to the matters to be acted upon at the meeting.

REFERENCES TO OUR WEBSITE ADDRESS

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our Common Stock that may be acquired upon exercise of stock options or warrants that are exercisable or that become exercisable within 60 days after the Record Date are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of the Record Date by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only class of voting securities); (ii) each of our directors and named executive officers; and (iii) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. For shares subject to repurchase options, as indicated in the notes to the table below, see “Compensation and Other Information Concerning Our Executive Officers and Directors — Executive Compensation — Outstanding Equity Awards at Fiscal 2022 Year-End” below for a description of the repurchase option. To our knowledge, (i) none of the shares listed below are held under a voting trust or similar agreement, except as noted, and (ii) there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Name and address of beneficial owner	Amount and nature of beneficial ownership(1)(2)	Percent of class(3)
Jeffrey B. Shealy, Chief Executive Officer, Director(4)	483,792	*
Kenneth Boller, Chief Financial Officer(5)	106,158	*
David M. Aichele, Executive Vice President of Business Development(6)	193,317	*
Rohan Houlden, Former Chief Product Officer(7)	175,412	*
Steven P. DenBaars, Director(8)	331,012	*
Arthur E. Geiss, Director, Co-Chairman of the Board(9)	332,506	*
J. Michael McGuire, Director(10)	57,266	*
Jeffrey K. McMahon, Director(11)	699,534	1.2%
Jerry D. Neal, Director, Co-Chairman of the Board(12)	774,065	1.3%
Suzanne B. Rudy, Director(13)	193,604	*
All directors and executive officers as a group (9 persons)	3,171,254	5.4%

BlackRock, Inc.(14)	2,965,937	5.2%

____________

* Less than 1%

(1) Unless otherwise indicated in the table or the related notes, the address for each person named in the table is c/o Akoustis Technologies, Inc., 9805 Northcross Center Court, Suite A, Huntersville, NC 28078.

(2) Unless otherwise indicated in the table

SEC Form DEF 14A filed by Akoustis Technologies Inc.