UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported):  April 6, 2018

 

RESONANT INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36467

 

45-4320930

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

110 Castilian Drive, Suite 100

 

 

 

 

Goleta, California

 

93117

 

 

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 308-9803

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o        Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   x

 

 



 

Item 8.01. Other Events.

 

 

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.

 

Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 857,142 shares of common stock.  The underwriters exercised their option with respect to all 857,142 additional shares on April 4, 2018.

 

The sale of the additional shares closed on April 6, 2018, and we received gross proceeds of approximately $3.0 million, $2.8 million in net proceeds after deducting the underwriting discount.

 

The Company issued a press release on April 6, 2018 announcing the sale of the additional shares.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d)        Exhibits

 

99.1     Press Release dated April 6, 2018.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 6, 2018

Resonant Inc.

 

 

 

 

 

By:

/s/ Jeff Killian

 

 

Jeff Killian

 

 

Chief Financial Officer

 

3


Exhibit 99.1

 

 

For Immediate Release

 

Resonant Closes Additional $3 Million Public Offering of Its Common Stock

 

GOLETA, Calif. – April 6, 2018 – Resonant Inc. (NASDAQ: RESN), a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, previously announced the closing of an underwritten public offering for 5,714,286 shares of its common stock at a per share price to the public of $3.50.

 

On April 4, 2018, the underwriters exercised in full their 30-day option to purchase, at the same price per share as the underwriters paid for the initial shares, an additional 857,142 shares to cover over-allotments in connection with the offering.  As a result of the exercise, on April 6, 2018, the company received additional gross proceeds of $3.0 million, which increased the aggregate gross proceeds from the offering to approximately $23 million.

 

Needham & Company, LLC acted as the sole book-running manager of the offering.  National Securities Corporation and Craig-Hallum Capital Group LLC acted as co-managers. H.C. Wainwright & Co. and Drexel Hamilton acted as financial advisors.  Counsel for Resonant was Stubbs Alderton & Markiles, LLP.  DLA Piper LLP (US) served as counsel for Needham & Company.

 

About Resonant Inc.

 

Resonant is creating software tools and IP & licensable blocks that enable the development of innovative filter designs and modules for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise.

 

Investor Relations Contact:

 

Greg Falesnik

MZ North America

1-949-385-6449

greg.falesnik@MZGroup.us