Resonant Inc (Form: 8-K, Received: 10/04/2019 16:16:40)

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): September 30, 2019

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.)

175 Cremona Drive, Suite 200
Goleta, California 93117		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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RESN		The NASDAQ Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Resonant Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on August 6, 2019, 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. (“MMC”), 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”).

As disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 14, 2019, the initial closing of the Offering with all Investors other than Murata, for an aggregate of 1,193,762 Shares and gross proceeds of approximately $3.0 million, occurred on August 9, 2019.

The closing of Murata’s investment for approximately $7.0 million was subject to, among other conditions, the execution of a definitive multi-year commercial agreement that provides MMC and its affiliates with rights to multiple designs utilizing the Company’s technology.

Effective September 30, 2019, the Company entered into the commercial agreement contemplated by Purchase Agreement, in the form of a collaboration and license agreement, dated September 30, 2019, between the Company and MMC (the “Collaboration Agreement”), and Murata and the Company consummated the purchase and sale of Shares, with the Company issuing 2,766,798 Shares to Murata for gross proceeds of approximately $7.0 million.

Pursuant to the Collaboration Agreement, the Company and MMC have agreed to collaborate on the development of proprietary circuit designs using the Company’s XBAR® technology, and the Company has licensed to MMC rights for products in four specific radio frequencies, or bands. MMC has agreed to pay the Company up to an aggregate of $9.0 million as pre-paid royalties and other fees for the licensed designs and certain other intellectual property of the Company developed in the collaboration, payable in installments over a multi-year development period, with each installment conditional upon the Company’s achievement of certain milestones and deliverables acceptable to MMC in its discretion. MMC may terminate the Collaboration Agreement at any time upon thirty (30) days prior written notice to the Company.

MMC’s rights to the Company’s XBAR® technology are exclusive for a period of 30 months, during which period the Company may not grant to any third party the right to develop, make, have made, use, sell, offer for sale or import any filter or resonator produced through the use of the XBAR® technology for use in mobile communication devices.

The Collaboration Agreement contains customary representations and warranties and indemnification obligations of the Company.

A joint press release announcing the Collaboration Agreement was issued on October 2, 2019, a copy of which is attached hereto as Exhibit 99.1.

Item 3.02 Unregistered Sales of Equity Securities.

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.

The second and final closing of the Offering with Murata, for an aggregate of 2,766,798 Shares, occurred on September 30, 2019. The Company received gross proceeds of approximately $7.0 million.

The Shares were offered and sold exclusively to Murata, an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Murata represented its intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit Number		Description

99.1		Press Release, dated October 2, 2019.

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: October 4, 2019	Resonant Inc.

	By:	/s/ Martin S. McDermut
		Martin S. McDermut
		Chief Financial Officer

Exhibit 99.1

MURATA MANUFACTURING CO., LTD., THE WORLD’S LEADING RF MODULE AND FILTER PROVIDER AND RESONANT, INC. SIGN MULTI-YEAR COMMERCIAL AGREEMENT OF XBAR TECHNOLOGY

GOLETA, CA — October 2, 2019 - Murata Manufacturing Co., Ltd. (Murata), the world’s leading RF module and filter provider and Resonant Inc. (Resonant), a leader in transforming the way radio frequency, or RF, front-ends are being designed and delivered for mobile handset and wireless devices, jointly announced that they have entered into a multi-year commercial agreement that provides Murata with rights to multiple designs to be exclusively developed using Resonant’s XBAR technology. Upon signing the commercial agreement, Murata also completed a $7 million strategic investment in Resonant as part of the previously disclosed private placement financing.

“XBAR technology is expected to achieve higher frequency and superior performance to other filter technologies, in particular for new 5G filter requirements,” said Ken Tonegawa, Senior Vice President, RF Device Division, Module Business Unit of Murata. “We would like to create products that satisfy our customers as soon as possible in cooperation with Resonant by leveraging Murata’s process technology and manufacturing capabilities.”

“This agreement and the related strategic investment, which both closed ahead of plan, are important validations of Resonant’s technology and represent a critical inflection point for our company,” said George B. Holmes, Chairman and CEO of Resonant. “We are excited to have Murata as a strategic partner to leverage our XBAR technology that was specifically developed to meet the exacting demands of the mobile 5G market.”

About Murata

Murata Manufacturing Co., Ltd. is a worldwide leader in the design, manufacture and sale of ceramic-based passive electronic components & solutions, communication modules and power supply modules. Murata is committed to the development of advanced electronic materials and leading edge, multi-functional, high-density modules. The company has employees and manufacturing facilities throughout the world.

For more information, visit Murata’s website at http://www.murata.com/

About Resonant Inc.

Resonant (NASDAQ: RESN) is transforming the market for RF front-ends (RFFE) by disrupting the RFFE supply chain through the delivery of solutions that leverage our Infinite Synthesized Network (ISN) software tools platform, capitalize on the breadth of our IP portfolio, and are delivered through our services offerings. Customers leverage Resonant’s disruptive capabilities to design cutting edge filters and modules, while capitalizing on the added stability of a diverse supply chain through Resonant’s fabless ecosystem-the first of its kind. Working with Resonant, customers enhance the connectivity of current mobile devices, while preparing for the demands of emerging 5G applications.

For more information, please visit www.resonant.com.

Resonant Safe Harbor / Forward-Looking Statements

This press release contains forward-looking statements, which include the following subjects, among others: the capabilities of our filter designs and software tools. Forward-looking statements are made as of the date of this document and are inherently subject to risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the following: the satisfaction of the conditions to closing of the offering, including reaching an agreement with Murata on the terms of our commercial agreement for XBAR solutions and obtaining applicable governmental approval; risks associated with the cash requirements of our business; our limited operating history; our ability to complete designs that meet customer specifications; the ability of our customers (or their manufacturers) to fabricate our designs in commercial quantities; our customers’ ability to sell products incorporating our designs to their OEM customers; changes in our expenditures and other uses of cash; the ability of our designs to significantly lower costs compared to other designs and solutions; the risk that the intense competition and rapid technological change in our industry renders our designs less useful or obsolete; our ability to find, recruit and retain

the highly skilled personnel required for our design process in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report (Form 10-K) or Quarterly Report (Form 10-Q) filed with the Securities and Exchange Commission. Forward-looking statements are made as of the date of this release, and we expressly disclaim any obligation or undertaking to update forward-looking statements.

Resonant Investor Relations Contact:

Moriah Shilton, LHA Investor Relations, 1-415-433-3777, RESN@lhai.com