Resonant INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-03-28: Form 8-K; Period of report 2022-03-25; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2022-02-14: Form 8-K; Period of report 2022-02-14; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2022-02-01: Form 8-K; Period of report 2022-01-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-01-19: Form 8-K; Period of report 2022-01-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-03-28 | 8-K | 2022-03-25 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 As described in the Introductory Note above, on March 28, 2022, Purchaser irrevocably accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the expiration of the Offer. 3.01 In connection with the consummation of the Merger, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) halt and suspend trading in the Shares as of the close of business on March 25, 2022 and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer, a change in control of the Company occurred. 5.02 On March 28, 2022, in connection with the Merger, Rubén Caballero, Michael J. Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F. Rankin and Robert Tirva each resigned from his or her position as a member of the Company board of directors, effective immediately. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. | tm2210290d2_8k.htm |
| 2022-02-14 | 8-K | 2022-02-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On February 14, 2022 (February 15, 2022 in Japan), Resonant and Murata Manufacturing Co., Ltd. issued a joint press release relating to the Merger Agreement. | tm226596d1_8k.htm |
| 2022-02-01 | 8-K | 2022-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 28 and 29, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. approved quarterly and annual bonus awards to our employees, including George Holmes, Martin McDermut and Dylan Kelly, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively, who are our named executive officers, pursuant to our 2021 Incentive Bonus Program for their performance during the fourth quarter and fiscal year ended December 31, 2021. | resn-20220128.htm |
| 2022-01-19 | 8-K | 2022-01-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 14, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. approved increases in the annual base salaries payable to our executive officers, including Martin McDermut and Dylan Kelly, our Chief Financial Officer and Chief Operating Officer, respectively, who are our named executive officers, in the amounts set forth opposite their names below. | resn-20220114.htm |
| 2021-11-10 | 8-K | 2021-11-10 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 10, 2021, Resonant Inc. announced its financial results for the third quarter ended September 30, 2021. 8.01 On November 10, 2021, Resonant Inc. received payments totaling $7.0 million for the initial pre-paid royalties pursuant to the terms of the recently expanded multi-year commercial partnership with the world's largest RF Filter manufacturer. | resn-20211110.htm |
| 2021-10-12 | 8-K | 2021-10-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | resn-20211006.htm |
| 2021-10-06 | 8-K | 2021-09-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | resn-20210930.htm |
| 2021-08-11 | 8-K | 2021-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2021, Resonant Inc. announced its financial results for the second quarter ended June 30, 2021. | resn-20210811.htm |
| 2021-07-08 | 8-K | 2021-07-07 | 2.02 Results of Operations and Financial Condition | 2.02 On July 7, 2021, Resonant Inc. published a press release announcing certain preliminary unaudited financial and operational results for the second quarter ended June 30, 2021, and providing guidance for the full fiscal year. | resn-20210707.htm |
| 2021-06-10 | 8-K | 2021-06-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Resonant Inc. held its 2021 annual meeting of stockholders on June 8, 2021. | resn-20210608.htm |
| 2021-05-12 | 8-K | 2021-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2021, Resonant Inc. announced its financial results for the first quarter ended March 31, 2021. | resn-20210512.htm |
| 2021-04-28 | 8-K | 2021-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2021, Resonant Inc. published a press release announcing certain preliminary unaudited financial and operational results for the three months ended March 31, 2021, and providing guidance for the 2021 second quarter and full fiscal year. | resn-20210428.htm |
| 2021-03-15 | 8-K | 2021-03-15 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 15, 2021, Resonant Inc. (the "Company") announced its financial results for the year ended December 31, 2020. 8.01 On August 14, 2020, the Company entered into an At-The-Market Equity Offering Sales Agreement (the "Sales Agreement") with Stifel, Nicolaus & Company, Incorporated ("Stifel"), pursuant to which the Company may offer and sell from time to time, through Stifel as sales agent and/or principal, shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). | resn-20210315.htm |
| 2021-02-09 | 8-K | 2021-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2021, Resonant Inc. published a press release announcing certain preliminary unaudited financial and operational results for the three and twelve months ended December 31, 2020, and providing guidance for the 2021 first quarter and full fiscal year. | resn-20210209.htm |
| 2021-01-25 | 8-K | 2021-01-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 21, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. and, in the case of George Holmes, our Board of Directors, approved increases in the annual base salaries payable to our executive officers, including George Holmes, Martin McDermut and Dylan Kelly, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively, who are our named executive officers, in the amounts set forth opposite their names below. | resn-20210121.htm |
| 2020-11-10 | 8-K | 2020-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2020, Resonant Inc. announced its financial results for the third quarter ended September 30, 2020. | form8-kq32020.htm |
| 2020-10-07 | 8-K | 2020-10-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 7, 2020, Resonant Inc. published a press release announcing certain preliminary unaudited financial results for the three months ended September 30, 2020, and affirming guidance for the second half of 2020. | form8-kq32020pre.htm |
| 2020-08-25 | 8-K | 2020-08-19 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As part of its governance mandate, the audit committee of the board of directors (the “Audit Committee”) of Resonant Inc. evaluates potential audit firm rotation. | tm2029330d1_8k.htm |
| 2020-08-14 | 8-K | 2020-08-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2027486-4_8k.htm |
| 2020-08-05 | 8-K | 2020-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2020, Resonant Inc. announced its financial results for the second quarter ended June 30, 2020. | form8-kq22020.htm |
| 2020-06-10 | 8-K | 2020-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 9, 2020, we amended the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan, as previously amended, to increase the maximum number of shares of common stock that may be issued pursuant to all types of awards granted under the plan from 9,950,000 to 14,950,000 shares. 5.07 Resonant Inc. held its 2020 annual meeting of stockholders on June 9, 2020. | june2020annualshareholderm.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2020, Resonant Inc. announced its financial results for the first quarter ended March 31, 2020. | form8-kq12020.htm |
| 2020-03-18 | 8-K | 2020-03-17 | 8.01 Other Events | 8.01 On March 17, 2020, we completed a restructuring of our workforce which included the layoff of ten full-time employees. | tm2013052-1_8k.htm |
| 2020-03-10 | 8-K | 2020-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2020, Resonant Inc. announced its financial results for the year ended December 31, 2019. | form8-kq42019.htm |
| 2020-02-14 | 8-K | 2020-02-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 12, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. unanimously approved increases in the annual base salary payable to Martin McDermut, our Chief Financial Officer, Neal Fenzi, our Executive Vice President of Engineering, and Robert Hammond, our Chief Technology Officer, in the amounts set forth opposite their names below. | tm207981-1_8k.htm |
| 2020-02-12 | 8-K | 2020-02-10 | 8.01 Other Events | 8.01 On February 6, 2020, Resonant Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated is acting as representative, relating to an underwritten public offering of 16,666,667 shares of the Company’s common stock, $0.001 par value, at an offering price to the public of $1.50 per share. | tm207651-1_8k.htm |
| 2020-02-07 | 8-K | 2020-02-06 | 8.01 Other Events | 8.01 On February 6, 2020, Resonant Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated is acting as representative, relating to an underwritten public offering of 16,666,667 shares (the “Shares”) of the Company’s common stock, $0.001 par value. | tm206623-5_8k.htm |
| 2020-02-06 | 8-K | 2020-02-06 | 2.02 Results of Operations and Financial Condition | tm206623d3_8k.htm | |
| 2019-12-02 | 8-K | 2019-12-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Resonant Inc. has appointed Dylan J. Kelly (age 42) as our Chief Operating Officer pursuant to an employment offer letter. | a19-24136_18k.htm |
| 2019-11-05 | 8-K | 2019-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2019, Resonant Inc. announced its financial results for the quarter ended September 30, 2019. | form8-kq32019.htm |
| 2019-10-04 | 8-K | 2019-09-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 6, 2019, the Company entered into the Purchase Agreement with the Investors, which Purchase Agreement sets forth the terms of the Offering. | a19-19466_18k.htm |
| 2019-08-14 | 8-K | 2019-08-09 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed in the Current Report on Form 8-K filed on August 6, 2019 with the Securities and Exchange Commission by Resonant Inc. (the “Company”), the Company entered into a securities purchase agreement, dated July 31, 2019 (the “Purchase Agreement”), with Murata Electronics North America, Inc. (“Murata”), an affiliate of Murata Manufacturing Co., Ltd., which agreement was subsequently joined by 10 additional institutional and individual accredited investors (collectively with Murata, the “Investors”), which Purchase Agreement provides for the sale by the Company of an aggregate of 3,960,560 shares of common stock of the Company, par value $0.001 per share (each, a “Share” and collectively, the “Shares”) at a price of $2.53 per Share, for gross proceeds of approximately $10.0 million (the “Offering”). | a8k-aug2019pipe.htm |
| 2019-08-06 | 8-K | 2019-07-31 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.02 On August 6, 2019, Resonant Inc. announced its financial results for the quarter ended July 31, 2019. 5.02 Effective August 5, 2019, our board of directors increased the size of the board from seven to eight directors, and appointed Rubén Caballero as a director to fill the vacancy created upon the expansion in the size of the board. | a19-16655_18k.htm |
| 2019-06-12 | 8-K | 2019-06-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 On June 11, 2019, we amended the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan, as previously amended, to increase the maximum number of shares of common stock that may be issued pursuant to all types of awards granted under the plan from 5,950,000 to 9,950,000 shares. 5.03 On June 11, 2019, we filed with the Delaware Secretary of State a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, which amendment increased the total number of authorized shares of our common stock from 47,000,000 to 100,000,000. 5.07 Resonant Inc. held its 2019 annual meeting of stockholders on June 11, 2019. 8.01 Following the 2019 annual meeting of stockholders, at a meeting held on June 11, 2019, our Board of Directors appointed George B. Holmes, our Chief Executive Officer, as Chairman of the Board, and Michael J. Fox as Lead Independent Director. | june2019annualshareholderm.htm |
| 2019-05-08 | 8-K | 2019-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2019, Resonant Inc. announced its financial results for the quarter ended March 31, 2019. | form8-kq12019.htm |
| 2019-03-14 | 8-K | 2019-03-14 | 2.02 Results of Operations and Financial Condition | 2.02 On March 14, 2019, Resonant Inc. announced its financial results for the year ended December 31, 2018. | form8-kq42018.htm |
| 2019-01-29 | 8-K | 2019-01-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 24, 2019, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. unanimously approved increases in the annual base salary payable to Martin McDermut, our Chief Financial Officer, and Robert Hammond, our Chief Technology Officer and a “named executive officer” of Resonant, in the amounts set forth opposite their names below. | a8-kcompensationchangejan2.htm |
| 2018-11-13 | 8-K | 2018-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 On November 13, 2018, Resonant Inc. announced its financial results for the quarter ended September 30, 2018. | form8-kq32018.htm |
| 2018-11-05 | 8-K | 2018-10-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Resonant Inc. has appointed Martin S. McDermut (age 67) as our Chief Financial Officer (our principal financial and accounting officer) pursuant to an employment offer letter. | form8-kappointmentnewcfono.htm |
| 2018-10-12 | 8-K | 2018-10-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective October 7, 2018, our board of directors increased the size of the board from nine to ten directors, and appointed Bob Tirva (age 52) as a director to fill the vacancy created upon the expansion in the size of the board. | form8-knewdirector.htm |
| 2018-09-21 | 8-K | 2018-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Michael E. Seifert has resigned as Resonant Inc.’s Chief Financial Officer (our principal financial and accounting officer) and Secretary effective September 21, 2018. | form8-kdepartureandappoint.htm |
| 2018-08-17 | 8-K | 2018-08-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Resonant Inc. has appointed Michael E. Seifert (age 60) as our Chief Financial Officer (our principal financial and accounting officer) pursuant to an employment offer letter dated August 13, 2018. | form8-kdepartureandappoint.htm |
| 2018-08-09 | 8-K | 2018-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2018, Resonant Inc. announced its financial results for the quarter ended June 30, 2018. | form8-kq22018.htm |
| 2018-06-14 | 8-K | 2018-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Resonant Inc. held its 2018 annual meeting of stockholders on June 12, 2018. | form8-kjune2018annualstock.htm |
| 2018-05-17 | 8-K | 2018-05-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 14, 2018, Resonant Inc. entered into a Standard Commercial Lease, dated as of May 14, 2018 (the “Lease”), with University Business Center Associates (“UBCA”) for approximately 27,037 square feet of office space in Goleta, California to serve as its corporate headquarters. | form8-kcremonalease.htm |
| 2018-05-09 | 8-K | 2018-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2018, Resonant Inc. announced its financial results for the quarter ended March 31, 2018. | form8-kq12018.htm |
| 2018-04-12 | 8-K | 2018-04-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Resonant Inc. (the “Company”) unanimously approved increases in the annual base salary payable to Jeff Killian, the Company’s Chief Financial Officer, and Robert Hammond, the Company’s Chief Technology Officer, each of whom is a “named executive officer” of the Company, in the amounts set forth opposite their names below. | a18-9992_18k.htm |
| 2018-04-06 | 8-K | 2018-04-06 | 8.01 Other Events | 8.01 On March 22, 2018, Resonant Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for whom Needham & Company, LLC acted as representative, relating to an underwritten public offering of 5,714,286 shares (the “Shares”) of the Company’s common stock, $0.001 par value, at an offering price to the public is $3.50 per share. | a18-9610_28k.htm |
| 2018-04-02 | 8-K | 2018-04-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On April 1, 2018, Resonant Inc. (the “Company”) entered into a settlement agreement (the “Settlement Agreement”) with Park City Capital Offshore Master, Ltd., Park City Capital, LLC, and Michael J. Fox (collectively, “Park City Capital”) to settle the proxy contest pertaining to the election of directors to the Company’s Board of Directors (the “Board”) at the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”). 8.01 On April 2, 2018, the Company issued a press release relating to the Settlement Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | a18-9432_18k.htm |
| 2018-03-23 | 8-K | 2018-03-21 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 A copy of the legal opinion and consent of Stubbs Alderton & Markiles, LLP relating to the Shares is attached hereto as Exhibit 5.1. | a18-8578_38k.htm |
| 2018-02-27 | 8-K | 2018-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2018, Resonant Inc. announced its financial results for the year ended December 31, 2017. | form8-kq42017.htm |
| 2018-02-09 | 8-K | 2018-02-01 | 8.01 Other Events | 8.01 On December 14, 2017, Resonant Inc. (the “Company”), in its capacity as a nominal defendant, entered into a Stipulation of Settlement (the “Stipulation”) in the shareholder derivative action filed in the U.S. District Court for the Central District of California (the “Court”), styled Doyle v. | a18-5748_18k.htm |
| 2017-12-26 | 8-K | 2017-12-19 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 As described in this Item 1.01 and in Item 8.01 below, Resonant Inc. has issued an aggregate of 2,463,678 shares of common stock upon the exercise by holders of warrants we issued in April 2016 and February 2017, receiving aggregate net proceeds of approximately $8.9 million. 5.02 · Structural Change to CEO Bonus Eligibility — Mr. Holmes participates in our annual bonus program, pursuant to which we award bonuses to our officers and other employees if certain company-wide performance goals based on financial results and employee-specific individual objectives are attained, with the target bonus opportunity equal to a specified percentage of the participant’s base salary. 8.01 In addition to the Grayboard Exercise Agreement, we entered into from time to time warrant exercise agreements with other warrant holders to induce them to exercise existing warrants issued by us in April 2016. | a17-28828_18k.htm |
| 2017-11-08 | 8-K | 2017-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2017, Resonant Inc. announced its financial results for the quarter ended September 30, 2017. | form8-kq32017.htm |
| 2017-10-03 | 8-K | 2017-10-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 The disclosure under Item 3.02 is incorporated herein by reference to the extent required. 3.02 As previously disclosed in the Current Report on Form 8-K filed on September 29, 2017 with the Securities and Exchange Commission by Resonant Inc. (the “Company”), the Company entered into a securities purchase agreement, dated September 25, 2017 (the “Purchase Agreement”), with 156 purchasers identified on the schedule of buyers attached thereto (the “Investors”), which provided for the sale by the Company of units (each, a “Unit” and collectively, the “Units”) at a price of $4.70 per Unit (the “Offering”). | a17-22795_18k.htm |
| 2017-09-29 | 8-K | 2017-09-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 The disclosure under Item 3.02 is incorporated herein by reference to the extent required. 3.02 On September 25, 2017, Resonant Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with 156 purchasers identified on the schedule of buyers attached thereto (the “Investors”), which provides for the sale by the Company of an aggregate of 1,984,300 units (each, a “Unit” and collectively, the “Units”) at a price of $4.70 per Unit (the “Offering”). | a17-22654_18k.htm |
| 2017-08-09 | 8-K | 2017-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2017, Resonant Inc. announced its financial results for the quarter ended June 30, 2017. | form8-kq22017.htm |
| 2017-07-05 | 8-K | 2017-07-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective July 3, 2017, our board of directors increased the size of the board from seven to eight directors, and appointed Jean F. Rankin (age 58) as a director to fill the vacancy created upon the expansion in the size of the board. | form8-kjeanrankin070317.htm |
| 2017-06-07 | 8-K | 2017-06-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 6, 2017, we amended the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to increase the maximum number of shares of common stock that may be issued pursuant to all types of awards granted under the plan from 2,700,000 to 5,950,000 shares. 5.07 Resonant Inc. held its 2017 annual meeting of stockholders on June 6, 2017. | form8-kjune62017annualstoc.htm |
| 2017-05-10 | 8-K | 2017-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2017, Resonant Inc. announced its financial results for the quarter ended March 31, 2017. | form8-kq12017.htm |
| 2017-03-30 | 8-K | 2017-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2017, Resonant Inc. announced its financial results for the year ended December 31, 2016. | form8-kq42016.htm |
| 2017-02-24 | 8-K | 2017-02-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 The disclosure under Item 3.02 is incorporated herein by reference to the extent required. 3.02 On February 20, 2017, Resonant Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Grayboard Investments, Ltd., an affiliate of Longboard Capital Advisors, LLC (the “Investor”), which provides for the sale by the Company of an aggregate of 1,626,898 units (each, a “Unit” and collectively, the “Units”) at a price of $4.61 per Unit (the “Offering”), for aggregate gross proceeds to the Company of $7.5 million. | a17-7150_18k.htm |
| 2017-02-03 | 8-K | 2017-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of February 2, 2017, the Compensation Committee of our Board of Directors approved discretionary annual bonus awards to Robert Hammond, our Chief Technology Officer, and Neal Fenzi, our Chief Operating Officer, each of whom is a “named executive officer” of Resonant. | a8-k020317.htm |
| 2017-01-11 | 8-K | 2017-01-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 9, 2017, Terry Lingren resigned as Chief Executive Officer and Secretary and as a member of the Board of Directors (the “Board”) of Resonant Inc. In connection with his resignation, and in consideration of his general release of claims, we agreed to provide Mr. Lingren with the severance benefits provided for in his Severance and Change in Control Agreement, modified with respect to the timing of certain payments. | a8-k010917.htm |
| 2017-01-06 | 8-K | 2017-01-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a17-1506_18k.htm |
| 2016-11-10 | 8-K | 2016-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2016, Resonant Inc. announced its financial results for the quarter ended September 30, 2016. | form8-kq32016.htm |
| 2016-10-12 | 8-K | 2016-10-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Resonant Inc. has appointed Jeff A. Killian as our Chief Financial Officer (our principal financial and accounting officer) pursuant to an employment offer letter dated October 6, 2016. | a16-19778_18k.htm |
| 2016-09-09 | 8-K | 2016-09-09 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 A copy of the legal opinion and consent of Stubbs Alderton & Markiles, LLP relating to the Shares is attached hereto as Exhibit 5.1. | a16-18093_28k.htm |
| 2016-08-12 | 8-K | 2016-08-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 8, 2016, Resonant Inc. entered into a Restricted Stock Unit Agreement (the “Award Agreement”) with George B. Holmes, our President and Chief Commercial Officer, pursuant to which we awarded to Mr. Holmes up to 250,000 restricted stock units (“RSUs”) under our 2014 Omnibus Incentive Plan. | a16-16704_18k.htm |
| 2016-08-10 | 8-K | 2016-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2016, Resonant Inc. announced its financial results for the quarter ended June 30, 2016. | form8-kq22016.htm |
| 2016-07-29 | 8-K | 2016-07-26 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. | a8-k072616.htm |
| 2016-07-08 | 8-K | 2016-07-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure under Item 1.01 is incorporated herein by reference to the extent required. 3.02 The disclosure under Item 1.01 is incorporated herein by reference to the extent required. | a16-14624_18k.htm |
| 2016-06-09 | 8-K | 2016-06-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 7, 2016, we amended the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to increase the maximum number of shares of common stock that may be issued pursuant to all types of awards granted under the plan from 1,400,000 to 2,700,000 shares. 5.07 On June 7, 2016, Resonant Inc. held its 2016 annual meeting of stockholders in Goleta, California. | form8-kjune72016annualstoc.htm |
| 2016-05-11 | 8-K | 2016-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2016, Resonant Inc. announced its financial results for the quarter ended March 31, 2016. | form8-kq12016.htm |
| 2016-04-26 | 8-K | 2016-04-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 The disclosure under Item 3.02 is incorporated herein by reference to the extent required. 3.02 On April 20, 2016, Resonant Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with 72 purchasers identified on the schedule of buyers attached thereto (the “Investors”), which provides for the sale by the Company of an aggregate of 1,996,880 units (each, a “Unit” and collectively, the “Units”) at a price of $2.985 per Unit (the “Offering”). | a16-9398_18k.htm |
| 2016-03-23 | 8-K | 2016-03-23 | 2.02 Results of Operations and Financial Condition | 2.02 On March 23, 2016, Resonant Inc. announced its financial results for the year ended December 31, 2015. | form8-kq42015.htm |
| 2016-03-04 | 8-K | 2016-02-29 | 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant | 3.02 In connection with his appointment as an executive officer of Resonant, effective as of February 29, 2016, our board of directors awarded George B. Holmes restricted stock units, or RSUs, for 216,000 shares of common stock, of which 27,000 shares were immediately vested and issued to Mr. Holmes effective as of February 29, 2016. | holmes8-k022916.htm |
| 2016-02-19 | 8-K | 2016-02-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 16, 2016, our board of directors increased the size of the board from six to seven directors, and appointed Michael J. Fox (age 38) as a director to fill the vacancy created upon the expansion in the size of the board. | form8-k021816.htm |
| 2015-11-10 | 8-K | 2015-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2015, Resonant Inc. announced its financial results for the quarter ended September 30, 2015. | form8-kq32015.htm |
| 2015-10-19 | 8-K | 2015-10-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On October 15, 2015, Resonant Inc. held a special meeting of stockholders in Goleta, California. | form8-k101515.htm |
| 2015-08-11 | 8-K | 2015-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2015, Resonant Inc. announced its financial results for the quarter ended June 30, 2015. | form8-kaugust112015.htm |
| 2015-07-08 | 8-K | 2015-07-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 6, 2015, our board of directors increased the size of the board from five to six directors, and appointed Thomas Joseph (age 65) as a director to fill the vacancy created upon the expansion in the size of the board. | a15-15386_18k.htm |
| 2015-06-22 | 8-K | 2015-06-18 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On June 18, 2015, we dismissed Squar, Milner, Peterson, Miranda & Williamson, LLP (“Squar Milner”) as Resonant Inc.’s independent registered public accounting firm. | a15-14396_18k.htm |
| 2015-06-10 | 8-K | 2015-06-09 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On June 9, 2015, Resonant Inc. held its 2015 annual meeting of stockholders in Santa Barbara, California. 8.01 The Board of Directors appointed John Major, an independent director, as Chairman of the Board. | a15-13847_18k.htm |
| 2015-05-05 | 8-K | 2015-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2015, Resonant Inc. announced its financial results for the quarter ended March 31, 2015. | a15-10796_18k.htm |
| 2015-04-02 | 8-K | 2015-03-29 | 1.02 Termination of a Material Definitive Agreement | 1.02 On March 29, 2015, we received notice from Skyworks Solutions, Inc. (“Skyworks”) of its termination of the Amended and Restated Development Agreement, dated May 8, 2013, between Skyworks and our wholly-owned subsidiary, Resonant LLC (the “Development Agreement”). | a15-8539_18k.htm |
| 2015-02-27 | 8-K/A | 2015-02-26 | 9.01 Financial Statements and Exhibits | 9.01 99 Press release announcing financial results dated February 26, 2015. | a15-5461_18ka.htm |
| 2015-02-26 | 8-K | 2015-02-26 | 2.02 Results of Operations and Financial Condition | 2.02 On September 26, 2015, Resonant Inc. announced its financial results for the year ended December 31, 2014. | a15-5461_18k.htm |
| 2014-12-10 | 8-K | 2014-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 The Compensation Committee of our Board of Directors (the “Committee”) recently completed its annual review of the elements and amount of total compensation of our executive officers. 7.01 On December 4, 2014, we promoted Neal Fenzi to the position of Chief Operating Officer. | a14-25929_18k.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2014, Resonant Inc. announced its financial results for the three and nine months ended September 30, 2014. | a14-23857_18k.htm |
| 2014-10-08 | 8-K | 2014-10-02 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 We filed a Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 with the Securities and Exchange Commission on August 14, 2014 (the “Original Filing”). | a14-22095_18k.htm |
| 2014-08-13 | 8-K | 2014-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2014, Resonant Inc. announced its financial results for the three and six months ended June 30, 2014. | a14-18993_18k.htm |
| 2014-06-05 | 8-K | 2014-06-03 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On June 3, 2014, Resonant Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock. | a14-14853_18k.htm |