☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
45-4320930
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
(Do not check if smaller reporting company)
|
Smaller reporting company
|
☒
|
|
|
Page No.
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
115,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
|
1,167,000
|
|
|
1,459,000
|
|
|
3,258,000
|
|
|
3,978,000
|
|
||||
General and administrative
|
|
1,584,000
|
|
|
2,346,000
|
|
|
3,654,000
|
|
|
5,685,000
|
|
||||
Depreciation and amortization
|
|
127,000
|
|
|
201,000
|
|
|
354,000
|
|
|
502,000
|
|
||||
TOTAL OPERATING EXPENSES
|
|
2,878,000
|
|
|
4,006,000
|
|
|
7,266,000
|
|
|
10,165,000
|
|
||||
OPERATING LOSS
|
|
(2,878,000
|
)
|
|
(3,981,000
|
)
|
|
(7,266,000
|
)
|
|
(10,050,000
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest and investment income
|
|
7,000
|
|
|
4,000
|
|
|
23,000
|
|
|
10,000
|
|
||||
TOTAL OTHER INCOME
|
|
7,000
|
|
|
4,000
|
|
|
23,000
|
|
|
10,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
(2,871,000
|
)
|
|
(3,977,000
|
)
|
|
(7,243,000
|
)
|
|
(10,040,000
|
)
|
||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
||||
NET LOSS
|
|
$
|
(2,871,000
|
)
|
|
$
|
(3,977,000
|
)
|
|
$
|
(7,244,000
|
)
|
|
$
|
(10,041,000
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
|
|
$
|
(1,000
|
)
|
|
|
|
$
|
(1,000
|
)
|
||||
COMPREHENSIVE LOSS
|
|
$
|
(2,871,000
|
)
|
|
$
|
(3,978,000
|
)
|
|
$
|
(7,244,000
|
)
|
|
$
|
(10,042,000
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
|
$
|
(0.40
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(1.14
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding — basic and diluted
|
|
7,179,178
|
|
|
10,095,395
|
|
|
7,139,657
|
|
|
8,772,582
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||
Balance, December 31, 2015
|
7,241,949
|
|
|
$
|
7,000
|
|
|
$
|
37,373,000
|
|
|
$
|
(30,912,000
|
)
|
|
$
|
—
|
|
|
$
|
6,468,000
|
|
Issuance of common stock for compensation
|
222,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock issued to consultants for services
|
8,549
|
|
|
—
|
|
|
17,000
|
|
|
—
|
|
|
—
|
|
|
17,000
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,465,000
|
|
|
—
|
|
|
—
|
|
|
1,465,000
|
|
|||||
Sales of common stock, net of offering costs
|
4,711,880
|
|
|
5,000
|
|
|
15,793,000
|
|
|
—
|
|
|
—
|
|
|
15,798,000
|
|
|||||
Issuance of common stock in the acquisition of business assets
|
125,000
|
|
|
—
|
|
|
545,000
|
|
|
—
|
|
|
—
|
|
|
545,000
|
|
|||||
Exercise of warrants, cashless
|
19,693
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,041,000
|
)
|
|
|
|
(10,041,000
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
|||||
Balance, September 30, 2016
|
12,329,114
|
|
|
$
|
12,000
|
|
|
$
|
55,193,000
|
|
|
$
|
(40,953,000
|
)
|
|
$
|
(1,000
|
)
|
|
$
|
14,251,000
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net Loss
|
$
|
(7,244,000
|
)
|
|
$
|
(10,041,000
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
354,000
|
|
|
502,000
|
|
||
Stock-based compensation
|
1,297,000
|
|
|
1,350,000
|
|
||
Non-cash investment income
|
(16,000
|
)
|
|
(2,000
|
)
|
||
Non-cash patent write-off
|
—
|
|
|
14,000
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
—
|
|
|
(16,000
|
)
|
||
Prepaids and other current assets
|
(10,000
|
)
|
|
(18,000
|
)
|
||
Accounts payable
|
160,000
|
|
|
274,000
|
|
||
Accrued expenses
|
(96,000
|
)
|
|
123,000
|
|
||
Accrued salaries and payroll related expenses
|
417,000
|
|
|
49,000
|
|
||
Deferred revenue
|
—
|
|
|
208,000
|
|
||
Deferred rent
|
(27,000
|
)
|
|
(26,000
|
)
|
||
Net cash used in operating activities
|
(5,165,000
|
)
|
|
(7,583,000
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Purchases of property and equipment
|
(377,000
|
)
|
|
(375,000
|
)
|
||
Expenditures for patents and domain names
|
(266,000
|
)
|
|
(176,000
|
)
|
||
Payment for acquisition of business assets, net of acquired cash
|
—
|
|
|
(452,000
|
)
|
||
Purchase of restricted cash investment
|
(100,000
|
)
|
|
—
|
|
||
Redemption of investments held-to-maturity
|
13,000,000
|
|
|
5,255,000
|
|
||
Purchase of investments held-to-maturity
|
(9,989,000
|
)
|
|
(12,249,000
|
)
|
||
Net cash provided by (used in) investing activities
|
2,268,000
|
|
|
(7,997,000
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Net proceeds from the sale of common stock from private placement offering
|
—
|
|
|
5,177,000
|
|
||
Net proceeds from the sale of common stock from underwritten public offering
|
—
|
|
|
10,621,000
|
|
||
Payment of tax withholdings on net issuance of common stock for compensation
|
(45,000
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(45,000
|
)
|
|
15,798,000
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(2,942,000
|
)
|
|
218,000
|
|
||
CASH AND CASH EQUIVALENTS — Beginning of period
|
5,803,000
|
|
|
2,501,000
|
|
||
CASH AND CASH EQUIVALENTS — End of period
|
$
|
2,861,000
|
|
|
$
|
2,719,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||
Interest
|
$
|
—
|
|
|
$
|
—
|
|
Taxes Paid
|
$
|
1,000
|
|
|
$
|
1,000
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
|
|
|
|
||||
Issuance of common stock in settlement of liability
|
$
|
—
|
|
|
$
|
110,000
|
|
Issuance of common stock in the acquisition of business assets
|
$
|
—
|
|
|
$
|
545,000
|
|
Accrued consideration for acquisition of business assets
|
$
|
—
|
|
|
$
|
61,000
|
|
|
Nine Months Ended September 30,
|
||||
|
2015
|
|
2016
|
||
Common stock warrants
|
804,463
|
|
|
3,017,159
|
|
Common stock options
|
566,300
|
|
|
753,114
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
1,370,763
|
|
|
3,770,273
|
|
Assets acquired
|
|
||
Cash and cash equivalents
|
$
|
148,000
|
|
Other current assets
|
52,000
|
|
|
Property and equipment
|
23,000
|
|
|
Intangible assets
|
|
||
Customer relationships
|
143,000
|
|
|
Developed technology
|
88,000
|
|
|
Trademarks and other
|
31,000
|
|
|
Total assets acquired
|
$
|
485,000
|
|
|
|
||
Liabilities assumed
|
|
||
Current liabilities
|
$
|
(88,000
|
)
|
Deferred revenue, current
|
(27,000
|
)
|
|
Total liabilities assumed
|
$
|
(115,000
|
)
|
Net value of assets acquired and liabilities assumed
|
370,000
|
|
|
Total purchase price
|
1,206,000
|
|
|
Excess of purchase price over fair value of assets acquired and liabilities assumed - recorded as Goodwill
|
$
|
836,000
|
|
|
Issued and
Outstanding
Warrants as of
January 1, 2015
|
|
Warrants
Issued
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of September 30, 2015
|
||||
Bridge Warrants
|
249,999
|
|
|
—
|
|
|
—
|
|
|
249,999
|
|
Consulting Warrants
|
222,222
|
|
|
—
|
|
|
(104,444
|
)
|
(1)
|
117,778
|
|
Financing Warrants
|
208,763
|
|
|
—
|
|
|
(130,577
|
)
|
(1)
|
78,186
|
|
Underwriting Warrants
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
48,000
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
|
1,039,484
|
|
|
—
|
|
|
(235,021
|
)
|
|
804,463
|
|
(1)
|
During the
nine months
ended September 30, 2015, there were
235,021
common stock warrants that were exercised through a cashless exercise which resulted in
208,184
shares being issued.
|
|
Issued and
Outstanding
Warrants as of
January 1, 2016
|
|
Warrants
Issued
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of September 30, 2016
|
||||
Bridge Warrants
|
249,999
|
|
|
—
|
|
|
—
|
|
|
249,999
|
|
Consulting Warrants
|
117,778
|
|
|
—
|
|
|
(19,778
|
)
|
(1)
|
98,000
|
|
Financing Warrants
|
78,186
|
|
|
—
|
|
|
—
|
|
|
78,186
|
|
Underwriting Warrants
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
48,000
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
Private Placement Warrants
|
—
|
|
|
2,096,724
|
|
|
—
|
|
|
2,096,724
|
|
Underwriting Warrants - Public Offering 2016
|
—
|
|
|
135,750
|
|
|
—
|
|
|
135,750
|
|
|
804,463
|
|
|
2,232,474
|
|
|
(19,778
|
)
|
|
3,017,159
|
|
(1)
|
During the
nine months
ended
September 30, 2016
, there were
19,778
common stock warrants that were exercised through cashless exercises which resulted in
19,693
shares being issued.
|
|
Stock Option Grants Awarded During the Nine Months Ended September 30, 2015
|
|
Stock Option Grants Awarded During the Nine Months Ended September 30, 2016
|
Stock Price
|
$3.83 to $12.98
|
|
$1.93 to $5.26
|
Dividend Yield
|
0.00%
|
|
0.00%
|
Expected Volatility
|
60%
|
|
60%
|
Risk-free interest rate
|
1.44% - 1.86%
|
|
1.30% - 1.78%
|
Expected Life
|
7 years
|
|
7 years
|
|
Number of
Stock Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Outstanding, January 1, 2016
|
565,050
|
|
|
$
|
6.57
|
|
|
$
|
4.25
|
|
|
7.84
|
Granted
|
291,500
|
|
|
2.69
|
|
|
1.60
|
|
|
8.50
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Forfeited
|
(103,436
|
)
|
|
4.97
|
|
|
3.25
|
|
|
—
|
||
Outstanding, September 30, 2016
|
753,114
|
|
|
$
|
5.29
|
|
|
$
|
3.36
|
|
|
7.77
|
|
Number of
Stock Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Exercisable, January 1, 2016
|
302,415
|
|
|
$
|
6.25
|
|
|
$
|
4.11
|
|
|
7.07
|
Vested
|
140,183
|
|
|
5.44
|
|
|
3.49
|
|
|
5.98
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Forfeited
|
(56,251
|
)
|
|
5.87
|
|
|
3.87
|
|
|
—
|
||
Exercisable, September 30, 2016
|
386,347
|
|
|
$
|
6.01
|
|
|
$
|
3.92
|
|
|
6.61
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
||||||
Exercise
Price
|
|
Outstanding
Number of
Stock Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Stock Options
|
||
$1.93 – $2.00
|
|
194,314
|
|
|
6.69
|
|
33,318
|
|
$3.83 – $4.35
|
|
35,000
|
|
|
8.85
|
|
5,939
|
|
$5.06 – $6.00
|
|
349,000
|
|
|
6.12
|
|
269,623
|
|
$6.49 – $7.20
|
|
60,000
|
|
|
7.90
|
|
30,639
|
|
$7.54 – $7.55
|
|
77,300
|
|
|
8.15
|
|
32,289
|
|
$8.06 – $12.98
|
|
37,500
|
|
|
8.35
|
|
14,539
|
|
|
|
753,114
|
|
|
6.61
|
|
386,347
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-
Average
Grant-Date Fair
Value
|
|||
Outstanding at January 1, 2016
|
375,629
|
|
|
$
|
6.16
|
|
Granted
|
734,238
|
|
|
3.50
|
|
|
Vested
|
(222,043
|
)
|
|
4.47
|
|
|
Forfeited
|
(13,749
|
)
|
|
7.83
|
|
|
Outstanding at September 30, 2016
|
874,075
|
|
|
$
|
4.28
|
|
|
|
Three Months Ended September 30, 2015
|
|
Three Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2016
|
||||||||
Research and development
|
|
|
|
|
|
|
|
|
|
|||||||
Employees
|
|
$
|
213,000
|
|
|
$
|
172,000
|
|
|
$
|
640,000
|
|
|
$
|
497,000
|
|
Non-employees
|
|
13,000
|
|
|
5,000
|
|
|
31,000
|
|
|
18,000
|
|
||||
Total research and development
|
|
226,000
|
|
|
177,000
|
|
|
671,000
|
|
|
515,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|||||||
Employees and directors
|
|
206,000
|
|
|
281,000
|
|
|
508,000
|
|
|
705,000
|
|
||||
Non-employees
|
|
264,000
|
|
|
94,000
|
|
|
358,000
|
|
|
130,000
|
|
||||
Total general and administrative
|
|
470,000
|
|
|
375,000
|
|
|
866,000
|
|
|
835,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total equity-based compensation
|
|
$
|
696,000
|
|
|
$
|
552,000
|
|
|
$
|
1,537,000
|
|
|
$
|
1,350,000
|
|
•
|
the status of filter designs under development;
|
•
|
the prospects for licensing filter designs upon completion of development;
|
•
|
plans for other filter designs not currently in development;
|
•
|
potential customers for our designs;
|
•
|
the timing and amount of future royalty streams;
|
•
|
our plans regarding the use of proceeds from our capital raises and the expected duration of our capital resources;
|
•
|
our plans regarding future financings;
|
•
|
our hiring plans;
|
•
|
the impact of our designs on the mobile device market;
|
•
|
our business strategy;
|
•
|
our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;
|
•
|
the timing and success of our plan of commercialization;
|
•
|
our dependence on growth in our customers’ businesses;
|
•
|
the effects of market conditions on our stock price and operating results;
|
•
|
our ability to maintain our competitive technological advantages against competitors in our industry and the related costs associated with defending intellectual property infringement and other claims;
|
•
|
our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;
|
•
|
our ability to introduce new filter designs and bring them to market in a timely manner;
|
•
|
our ability to maintain, protect and enhance our intellectual property;
|
•
|
our expectations concerning our relationships with our customers and other third parties and our customers’ relationships with their manufacturers;
|
•
|
the attraction and retention of qualified employees and key personnel;
|
•
|
future acquisitions of or investments in complementary companies or technologies; and
|
•
|
our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
2.1
|
|
Share Purchase Agreement, dated July 6, 2016, between the Registrant and Victor Plessky
|
|
8-K
|
|
001-36467
|
|
2.1
|
|
7/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant
|
|
8-K
|
|
001-36467
|
|
3.1
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
001-36467
|
|
3.2
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Form of Underwriter's Warrant
|
|
8-K
|
|
001-36467
|
|
4.1
|
|
9/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
Separation Agreement, dated July 28, 2016, between John Philpott and the Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
Letter Agreement, dated July 26, 2016, between Bridgepoint Consulting and the Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
Restricted Stock Unit Agreement, dated August 8, 2016, between the Registrant and George B. Holmes
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
8/12/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1#
|
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Each a management contract or compensatory plan or arrangement
|
Date:
|
November 10, 2016
|
Resonant Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeff Killian
|
|
|
|
Jeff Killian
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
3.1
|
Transition Payment.
Your Transition Payments consist of the following:
|
3.1.1
|
Base Salary Payments.
You will receive an amount of $225,000.00, consisting of twelve (12) months of your base salary of two hundred twenty-five thousand ($225,000) dollars as in effect immediately prior to the Separation Date, less all required tax withholdings, and other applicable deductions as described below, which amount will be paid in two (2) equal installments, the first payment to be immediately following the last day of the revocation period described in paragraph 21 below and the second payment on the bi-weekly payroll payment date immediately prior to September 30, 2016.
|
3.1.2
|
Continued Health Insurance Benefits.
If you are eligible for, and elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“
COBRA
”) and/or the California Continuation Benefits Replacement Act (“
Cal-COBRA
”), as applicable, for you and your eligible dependents (as applicable) under a health, dental, or vision plan sponsored by the Company, within the time period prescribed pursuant to COBRA and/or Cal-COBRA, the Company will reimburse you, as and when due to the COBRA and/or Cal-COBRA carrier, for up to $3,220 per month of the premiums for such coverage until the earliest to occur of (A) a period of twelve (12) months commencing with the first month following the Separation Date, (B) the date upon which you enroll for coverage under a health, dental, or vision insurance plan of a subsequent employer of yours or your spouse, and (C) the date you or your dependents cease to be eligible for COBRA and Cal-COBRA coverage. These payments will be subject to any applicable tax withholdings (including tax withholdings necessary to ensure that the provision of this benefit is not deemed a discriminatory practice giving rise to penalties to the Company under applicable laws) and will be counted as coverage pursuant to COBRA and/or Cal-COBRA to the maximum extent permitted under applicable law.
|
{00023092}
|
|
Page
1
of
7
|
3.1.3
|
Equity.
Conditional upon approval by the Compensation Committee of the Board of Directors of the Company, which the Company will seek to obtain prior to expiration of the revocation period described in paragraph 21 below, and notwithstanding anything in the applicable stock option agreements or restricted stock unit agreement to the contrary, your following equity awards shall be subject to the following modified vesting terms:
|
a)
|
Restricted Stock Unit Award, granted December 4, 2014, for an aggregate of 26,446 shares of common stock
– of the remaining unvested portion of this award, 6,611 unvested shares will immediately vest on the day immediately following the last day of the revocation period described in paragraph 21 below. The remaining balance of unvested shares shall terminate on the Separation Date.
|
b)
|
Stock Option Award, granted May 28, 2014, for an aggregate of 80,000 shares of common stock –
of the remaining unvested portion of this award, 20,000 unvested shares will immediately vest on the day immediately following the last day of the revocation period described in paragraph 21 below. The remaining balance of unvested shares shall terminate on the Separation Date.
|
c)
|
Stock Option Award, granted February 5, 2016, for an aggregate of 27,500 shares of common stock –
of the remaining unvested portion of this award, 6,876 unvested shares will immediately vest on the day immediately following the last day of the revocation period described in paragraph 21 below. The remaining balance of unvested shares shall terminate on the Separation Date.
|
3.1.4
|
Pro-Rated Bonus Payment.
If the Company awards equity performance bonuses to its other management employees for the fiscal year 2016 pursuant to the equity bonus plan in effect on the date hereof, then you will receive an amount equal to the amount of the equity performance bonus you would have received pursuant to such plan had you been employed with the Company at December 31, 2016, pro-rated by multiplying such bonus amount by a fraction, the numerator of which is the number of days from and including January 1, 2016 through and including the Separation Date, and the denominator of which shall be three-hundred and sixty-five (365). Any such bonus will be paid in the same manner (cash, shares of common stock, etc.) and at the same time as the Company pays such bonuses to its other executive officers. The Company may deduct any payroll withholding taxes that are required to be paid with respect to any such bonus from your next severance payment in order to facilitate collection.
|
{00023092}
|
|
Page
2
of
7
|
{00023092}
|
|
Page
3
of
7
|
{00023092}
|
|
Page
4
of
7
|
{00023092}
|
|
Page
5
of
7
|
/s/ John Philpott
|
|
|
RESONANT INC.
|
|
|
JOHN PHILPOTT
|
|
By:
|
/s/ Terry Lingren
|
DATE:
|
7/28/16
|
|
Its:
|
CEO
|
|
|
|
Date:
|
7/28/16
|
{00023092}
|
|
Page
6
of
7
|
1.
|
Lenovo Laptop and ASUS Monitor – to be purchased for $586
|
{00023092}
|
|
Page
7
of
7
|
ACCEPTED BY CLIENT:
|
|
|
|
Resonant, Inc.,
|
|
|
|
/s/ Terry Lingren
|
|
7/26/16
|
|
Terry Lingren
Chief Executive Officer
|
|
Date
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Resonant Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 10, 2016
|
/s/ Terry Lingren
|
|
|
Terry Lingren
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Resonant Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 10, 2016
|
/s/ Jeff Killian
|
|
|
Jeff Killian
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date:
|
November 10, 2016
|
/s/ Terry Lingren
|
|
|
Terry Lingren
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/ Jeff Killian
|
|
|
Jeff Killian
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|