Delaware
(State or other jurisdiction of incorporation or organization)
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45-4320930
(I.R.S. Employer Identification No.)
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110 Castilian Drive, Suite 100
Goleta, California
(Address of principal executive offices)
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93117
(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if smaller reporting company)
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Smaller reporting company
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x
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Title of Securities
To Be Registered |
Amount To Be Registered
(1)
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Proposed Maximum
Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price
(2)
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Amount Of
Registration Fee |
Common Stock, par value
$0.001 per share |
1,300,000
(3)
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$4.05
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$5,265,000
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$531
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on a per share price of $4.05, the average of the high and low reported sales prices of the Registrant’s common stock on the NASDAQ Capital Market on June 3, 2016.
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(3)
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Represents 1,300,000 shares reserved for issuance under the Amended and Restated 2014 Omnibus Incentive Plan.
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•
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our Annual Report on Form 10-K for our fiscal year ended December 31, 2015 (filed on March 25, 2016);
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•
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our Quarterly Report on Form 10-Q for our quarter ended March 31, 2016 (filed on May 12, 2016);
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•
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our Current Reports on Form 8-K, dated February 16, 2016 (filed on February 19, 2016); dated February 29, 2016 (filed on March 4, 2016); and dated April 20, 2016 (filed on April 26, 2016); and
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•
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the description of our common stock contained in our registration statement on Form 8-A, as filed with the SEC on May 27, 2014, including any amendments or reports filed for the purpose of updating such description.
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RESONANT INC.
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(Registrant)
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By:
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/s/ Terry Lingren
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Terry Lingren
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Terry Lingren
Terry Lingren |
Chief Executive Officer and Director
(Principal Executive Officer) |
June 7, 2016
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/s/ George Holmes
George Holmes |
President and Chief Commercial Officer and Director
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June 7, 2016
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/s/ John Philpott
John Philpott |
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer) |
June 7, 2016
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/s/ Robert Hammond
Robert Hammond |
Chief Technology Officer and Director
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June 7, 2016
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/s/ Janet Cooper
Janet Cooper |
Director
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June 7, 2016
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/s/ Michael Fox
Michael Fox |
Director
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June 7, 2016
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/s/ Thomas Joseph
Thomas Joseph |
Director
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June 7, 2016
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/s/ Richard Kornfeld
Richard Kornfeld |
Director
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June 7, 2016
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/s/ John Major
John Major |
Chairman of the Board
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June 7, 2016
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Exhibit
Number |
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Incorporated by Reference
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Filed
Herewith |
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Exhibit Description
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Form
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File Number
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Exhibit
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Filing Date
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5.1
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Opinion of Stubbs Alderton & Markiles, LLP
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X
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10.1
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Registrant’s amended and restated 2014 Omnibus Incentive Plan
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S-1/A
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333-193552
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10.2
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4/11/2014
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10.2
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Amendment No. 1 to the Resonant Inc Amended and Restated 2014 Omnibus Incentive Plan
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X
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23.1
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Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1)
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X
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23.2
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Consent of Squar Milner LLP (formerly Squar, Milner, Peterson, Miranda & Williamson, LLP)
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X
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23.3
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Consent of Crowe Horwath LLP
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X
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24.1
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Power of Attorney (included on signature page)
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X
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Respectfully submitted,
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/s/ Stubbs Alderton & Markiles, LLP
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STUBBS ALDERTON & MARKILES, LLP
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15260 Ventura Boulevard, 20
th
Floor * Sherman Oaks, California 91403
office > 818.444.4500 * fax > 818.444.4520
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1453 3
rd
Street Promenade, Suite 300 * Santa Monica, California 90401
office > 310.746.9800 * fax > 310.395.5292
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RESONANT INC.
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By:
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/s/ Terry Lingren
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Name:
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Terry Lingren
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Its:
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Chief Executive Officer
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