FORM 10-K
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
45-4320930
(I.R.S. Employer
Identification No.)
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if smaller reporting company)
|
|
Smaller reporting company
x
|
•
|
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 financings 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 offerings 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 and customers;
|
•
|
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.
|
•
|
Band, channel or frequency band
—a designated range of radio wave frequencies used to communicate with a mobile device.
|
•
|
Bulk acoustic wave (BAW)
—an acoustic wave traveling through a material exhibiting elasticity.
|
•
|
Duplexer
—a bi-directional device that connects the antenna to the transmitter and receiver of a wireless device and simultaneously filters both the transmit signal and receive signal.
|
•
|
Carrier Aggregation (CA)
—the aggregation, or adding together, of multiple carriers (frequency bands) to meet the LTE-Advanced specification requirements, allowing for increased transmission bandwidth delivery of higher data rates, improved capacity and more efficient use of a carriers fragmented spectrum.
|
•
|
Filter
—a series of interconnected resonators designed to pass (or select) a desired radio frequency signal and block unwanted signals.
|
•
|
Reconfigurable filter (previously referred to as Tunable)
—a single filter that is capable of being tuned or reconfigured between two or more predetermined bands.
|
•
|
Resonator
—a device that naturally oscillates (or resonates) at specific frequencies. The oscillations in a resonator can be either electromagnetic or mechanical (including acoustic). Resonators are the building blocks for filters.
|
•
|
RF front-end
—the circuitry in a mobile device responsible for the analog signal processing which is located between the antenna and the digital baseband.
|
•
|
Surface acoustic wave (SAW)
—an acoustic wave traveling along the surface of a material exhibiting elasticity, with an amplitude that typically decays exponentially with depth into the substrate.
|
•
|
Temperature-Compensated SAW (TC-SAW)
—a SAW device which has additional material alterations to reduce its variation with changes in temperature.
|
•
|
Triplexers/Multiplexers
- wideband, low loss multiplexed filters which allow efficient sharing of antennas. As more spectrum becomes available above 2.5GHz the focus will be in minimizing the losses at the higher frequency.
|
•
|
Multi
-
passband Filters
- small size, low loss filters to maximize printed circuit board space and minimize loss, particularly suited for CA applications. The absence of switching elements further reduces size and cost for CA.
|
•
|
Reconfigurable Filters
- electronically programmed in real time for different RF frequency bands so that one filter can do the work of many and therefore replace multiple filters and significantly lower the cost and size of RF front-ends. The design of a reconfigurable filter has not ever been commercialized for use in the RF front end and there can be no assurance that we can ever design a reconfigurable filter that meets the necessary specifications and performance criteria to become a commercial filter design nor that any prospective customer will be interested in advancing the design. In addition, the widespread implementation of CA is changing the requirements for a reconfigurable filter.
|
•
|
our royalty fees and the cost of our designed filters relative to other competing designs and technologies;
|
•
|
perception by RF front-end manufacturers and mobile device manufacturers;
|
•
|
press and blog coverage, social media coverage, and other publicity and public relations factors which are not within our control; and
|
•
|
regulatory developments related to manufacturing, marketing and selling our designs.
|
•
|
market acceptance of their mobile wireless devices that contain our designs;
|
•
|
the impact of slowdowns or declines in sales of mobile wireless devices in general;
|
•
|
their ability to design products with features that meet the evolving tastes and preferences of consumers;
|
•
|
fluctuations in foreign currency;
|
•
|
relationships with wireless carriers in particular markets;
|
•
|
the implementation of, or changes to, mobile wireless device certification standards and programs;
|
•
|
technological advancements in the functionality and capabilities of mobile wireless devices;
|
•
|
the imposition of restrictions, tariffs, duties, or regulations by foreign governments on mobile wireless device manufacturers;
|
•
|
failure to comply with governmental restrictions or regulations;
|
•
|
cost and availability of components for their products; and
|
•
|
inventory levels in the sales channels into which mobile wireless device manufacturers sell their products.
|
•
|
build a reputation for a superior solution and create trust and long-term relationships with our customers;
|
•
|
distinguish ourselves from competitors in our industry;
|
•
|
develop and offer a competitive technology that meet our customers’ needs as they change;
|
•
|
respond to evolving industry standards and government regulations that impact our business;
|
•
|
expand our business internationally; and
|
•
|
attract, hire, integrate and retain qualified and motivated employees.
|
•
|
expropriation;
|
•
|
changes in a specific country
’
s or region
’
s political or economic conditions;
|
•
|
changes in tax laws, trade protection measures and import or export licensing requirements;
|
•
|
difficulties in protecting our intellectual property;
|
•
|
difficulties in managing staffing and exposure to different employment practices and labor laws;
|
•
|
changes in foreign currency exchange rates;
|
•
|
restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;
|
•
|
changes in freight and interest rates;
|
•
|
disruption in air transportation between the United States and overseas facilities;
|
•
|
loss or modification of exemptions for taxes and tariffs; and
|
•
|
compliance with U.S. laws and regulations related to international operations, including export control and economic sanctions laws and regulations and the Foreign Corrupt Practices Act.
|
•
|
the progress, completion or failure of efforts to design our commercial products;
|
•
|
a customer decision regarding incorporation of our designs into a commercial product;
|
•
|
the loss of any customer relationship;
|
•
|
the addition of a new customer relationship;
|
•
|
mergers and acquisitions involving us, our customers or our competitors;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
significant volatility in the market price and trading volume of technology companies in general;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
actual or anticipated changes or fluctuations in our results of operations;
|
•
|
whether our results of operations meet the expectations of securities analysts or investors;
|
•
|
actual or anticipated changes in the expectations of investors or securities analysts;
|
•
|
litigation involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries, or both;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events;
|
•
|
lockup releases, sales of large blocks of our common stock;
|
•
|
departures of key employees; or
|
•
|
an adverse impact on the company from any of the other risks cited herein.
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, the chief executive officer, the president (in the absence of a chief executive officer) or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors, by majority vote, to amend our amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
|
High
|
|
Low
|
||||
Fiscal 2015
|
|
|
|
|
|
||
First Quarter
|
$
|
19.86
|
|
|
$
|
7.05
|
|
Second Quarter
|
$
|
7.52
|
|
|
$
|
2.84
|
|
Third Quarter
|
$
|
5.75
|
|
|
$
|
1.93
|
|
Fourth Quarter
|
$
|
4.84
|
|
|
$
|
2.51
|
|
Fiscal 2016
|
|
|
|
||||
First Quarter
|
$
|
3.50
|
|
|
$
|
1.69
|
|
Second Quarter
|
$
|
5.10
|
|
|
$
|
2.50
|
|
Third Quarter
|
$
|
6.76
|
|
|
$
|
4.01
|
|
Fourth Quarter
|
$
|
5.65
|
|
|
$
|
4.25
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease commitments
|
|
$
|
1,485,000
|
|
|
$
|
461,000
|
|
|
$
|
563,000
|
|
|
$
|
442,000
|
|
|
$
|
19,000
|
|
|
Page
|
|
|
|
|
December 31, 2015
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
|
|||
CURRENT ASSETS
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
2,501,000
|
|
|
$
|
5,084,000
|
|
Accounts receivable
|
|
—
|
|
|
56,000
|
|
||
Prepaid expenses and other current assets
|
|
138,000
|
|
|
160,000
|
|
||
Investment held-to-maturity
|
|
3,006,000
|
|
|
4,747,000
|
|
||
TOTAL CURRENT ASSETS
|
|
5,645,000
|
|
|
10,047,000
|
|
||
PROPERTY AND EQUIPMENT
|
|
|
|
|
||||
Fixed assets
|
|
1,664,000
|
|
|
2,269,000
|
|
||
Less: Accumulated depreciation and amortization
|
|
(672,000
|
)
|
|
(1,275,000
|
)
|
||
PROPERTY AND EQUIPMENT, NET
|
|
992,000
|
|
|
994,000
|
|
||
NONCURRENT ASSETS
|
|
|
|
|
||||
Intangible assets, net
|
|
815,000
|
|
|
1,253,000
|
|
||
Restricted cash
|
|
100,000
|
|
|
100,000
|
|
||
Goodwill
|
|
—
|
|
|
789,000
|
|
||
Other assets
|
|
15,000
|
|
|
16,000
|
|
||
TOTAL NONCURRENT ASSETS
|
|
930,000
|
|
|
2,158,000
|
|
||
TOTAL ASSETS
|
|
$
|
7,567,000
|
|
|
$
|
13,199,000
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|||
CURRENT LIABILITIES
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
518,000
|
|
|
$
|
905,000
|
|
Accrued expenses
|
|
60,000
|
|
|
35,000
|
|
||
Accrued salaries and payroll related expenses
|
|
467,000
|
|
|
1,765,000
|
|
||
Deferred revenue, current
|
|
—
|
|
|
279,000
|
|
||
Deferred rent, current
|
|
34,000
|
|
|
20,000
|
|
||
TOTAL CURRENT LIABILITIES
|
|
1,079,000
|
|
|
3,004,000
|
|
||
LONG-TERM LIABILITIES
|
|
|
|
|
||||
Deferred revenue
|
|
—
|
|
|
46,000
|
|
||
Deferred rent
|
|
20,000
|
|
|
—
|
|
||
Deferred income taxes
|
|
—
|
|
|
16,000
|
|
||
TOTAL LIABILITIES
|
|
1,099,000
|
|
|
3,066,000
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Common stock, $0.001 par value, 47,000,000 authorized and 7,241,949 issued and outstanding as of December 31, 2015, and 12,468,647 issued and outstanding as of December 31, 2016
|
|
7,000
|
|
|
12,000
|
|
||
Preferred stock, $0.001 par value, 3,000,000 authorized and none outstanding as of December 31, 2015 and 2016
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
37,373,000
|
|
|
56,331,000
|
|
||
Accumulated other comprehensive loss
|
|
—
|
|
|
(51,000
|
)
|
||
Accumulated deficit
|
|
(30,912,000
|
)
|
|
(46,159,000
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
|
6,468,000
|
|
|
10,133,000
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
7,567,000
|
|
|
$
|
13,199,000
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2016
|
||||
REVENUES
|
$
|
—
|
|
|
$
|
302,000
|
|
OPERATING EXPENSES
|
|
|
|
|
|||
Research and development
|
4,308,000
|
|
|
6,443,000
|
|
||
General and administrative
|
4,942,000
|
|
|
8,455,000
|
|
||
Depreciation and amortization
|
491,000
|
|
|
694,000
|
|
||
TOTAL OPERATING EXPENSES
|
9,741,000
|
|
|
15,592,000
|
|
||
OPERATING LOSS
|
(9,741,000
|
)
|
|
(15,290,000
|
)
|
||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest and investment income
|
27,000
|
|
|
22,000
|
|
||
Other income
|
—
|
|
|
(1,000
|
)
|
||
TOTAL OTHER INCOME (EXPENSE)
|
27,000
|
|
|
21,000
|
|
||
LOSS BEFORE INCOME TAXES
|
(9,714,000
|
)
|
|
(15,269,000
|
)
|
||
Provision for (benefit from) income taxes
|
1,000
|
|
|
(22,000
|
)
|
||
NET LOSS
|
$
|
(9,715,000
|
)
|
|
$
|
(15,247,000
|
)
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
$
|
—
|
|
|
$
|
(51,000
|
)
|
COMPREHENSIVE LOSS
|
$
|
(9,715,000
|
)
|
|
$
|
(15,298,000
|
)
|
|
|
|
|
||||
|
|
|
|
||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
$
|
(1.36
|
)
|
|
$
|
(1.57
|
)
|
Weighted average shares outstanding — basic and diluted
|
7,160,567
|
|
|
9,691,115
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2014
|
|
6,931,984
|
|
|
$
|
7,000
|
|
|
$
|
35,880,000
|
|
|
$
|
(21,197,000
|
)
|
|
$
|
—
|
|
|
$
|
14,690,000
|
|
Issuance of common stock for compensation
|
|
68,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock issued to consultants for services
|
|
33,000
|
|
|
—
|
|
|
156,000
|
|
|
—
|
|
|
—
|
|
|
156,000
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,382,000
|
|
|
—
|
|
|
—
|
|
|
1,382,000
|
|
|||||
Exercise of warrants, cashless
|
|
208,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholding on net issuance of common stock for compensation
|
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,715,000
|
)
|
|
—
|
|
|
(9,715,000
|
)
|
|||||
Balance, December 31, 2015
|
|
7,241,949
|
|
|
7,000
|
|
|
37,373,000
|
|
|
(30,912,000
|
)
|
|
—
|
|
|
6,468,000
|
|
|||||
Issuance of common stock for compensation
|
|
262,201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued to consultants for services
|
|
8,549
|
|
|
—
|
|
|
17,000
|
|
|
—
|
|
|
—
|
|
|
17,000
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
2,323,000
|
|
|
—
|
|
|
—
|
|
|
2,323,000
|
|
|||||
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
|
|
21,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of warrants for cash
|
|
98,000
|
|
|
—
|
|
|
280,000
|
|
|
—
|
|
|
—
|
|
|
280,000
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,247,000
|
)
|
|
—
|
|
|
(15,247,000
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,000
|
)
|
|
(51,000
|
)
|
|||||
Balance, December 31, 2016
|
|
12,468,647
|
|
|
$
|
12,000
|
|
|
$
|
56,331,000
|
|
|
$
|
(46,159,000
|
)
|
|
$
|
(51,000
|
)
|
|
$
|
10,133,000
|
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net Loss
|
|
$
|
(9,715,000
|
)
|
|
$
|
(15,247,000
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
491,000
|
|
|
694,000
|
|
||
Deferred tax benefit
|
|
—
|
|
|
(23,000
|
)
|
||
Stock-based compensation
|
|
1,611,000
|
|
|
2,659,000
|
|
||
Non-cash investment income
|
|
(18,000
|
)
|
|
(1,000
|
)
|
||
Non-cash patent write-off
|
|
—
|
|
|
19,000
|
|
||
Non-cash loss on disposal of assets
|
|
—
|
|
|
1,000
|
|
||
Changes in assets and liabilities, net of effects of acquisition:
|
|
|
|
|
||||
Accounts receivable
|
|
—
|
|
|
(19,000
|
)
|
||
Prepaids and other current assets
|
|
(32,000
|
)
|
|
(8,000
|
)
|
||
Other assets
|
|
—
|
|
|
(1,000
|
)
|
||
Accounts payable
|
|
295,000
|
|
|
56,000
|
|
||
Accrued expenses
|
|
(86,000
|
)
|
|
(34,000
|
)
|
||
Accrued salaries and payroll related expenses
|
|
79,000
|
|
|
980,000
|
|
||
Deferred revenue
|
|
—
|
|
|
299,000
|
|
||
Deferred rent
|
|
(36,000
|
)
|
|
(34,000
|
)
|
||
Net cash used in operating activities
|
|
(7,411,000
|
)
|
|
(10,659,000
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(415,000
|
)
|
|
(400,000
|
)
|
||
Expenditures for patents and domain names
|
|
(342,000
|
)
|
|
(177,000
|
)
|
||
Payment for acquisition of business assets, net of acquired cash
|
|
—
|
|
|
(513,000
|
)
|
||
Purchase of restricted cash investment
|
|
(100,000
|
)
|
|
|
|||
Redemption of investments held-to-maturity
|
|
15,000,000
|
|
|
10,509,000
|
|
||
Purchase of investments held-to-maturity
|
|
(9,989,000
|
)
|
|
(12,249,000
|
)
|
||
Net cash provided by (used in) investing activities
|
|
4,154,000
|
|
|
(2,830,000
|
)
|
||
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
|
|
||
Proceeds from exercise of warrants
|
|
—
|
|
|
280,000
|
|
||
Payment of withholding tax on net exercise of stock-based awards
|
|
(45,000
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
|
(45,000
|
)
|
|
16,078,000
|
|
||
Effects of currency translation on cash and cash equivalents
|
|
—
|
|
|
(6,000
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(3,302,000
|
)
|
|
2,583,000
|
|
||
CASH AND CASH EQUIVALENTS — Beginning of year
|
|
5,803,000
|
|
|
2,501,000
|
|
||
CASH AND CASH EQUIVALENTS — End of year
|
|
$
|
2,501,000
|
|
|
$
|
5,084,000
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
||||
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Taxes
|
|
$
|
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
|
|
Property and equipment included in accounts payable
|
|
$
|
—
|
|
|
$
|
191,000
|
|
Patents included in accounts payable
|
|
$
|
—
|
|
|
$
|
117,000
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2016
|
||
Common stock warrants
|
804,463
|
|
|
2,915,559
|
|
Common stock options
|
565,050
|
|
|
801,690
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
1,369,513
|
|
|
3,717,249
|
|
|
2015
|
|
2016
|
||||
Patents
|
$
|
856,000
|
|
|
$
|
1,132,000
|
|
Domain Name
|
22,000
|
|
|
22,000
|
|
||
Client Base (1)
|
—
|
|
|
137,000
|
|
||
Trademark (1)
|
—
|
|
|
17,000
|
|
||
Backlog (1)
|
—
|
|
|
12,000
|
|
||
Technology (1)
|
—
|
|
|
84,000
|
|
||
|
878,000
|
|
|
1,404,000
|
|
||
Less: accumulated amortization
|
(63,000
|
)
|
|
(151,000
|
)
|
||
Net intangible assets
|
$
|
815,000
|
|
|
$
|
1,253,000
|
|
Years ending December 31,
|
|
||
2017
|
$
|
116,000
|
|
2018
|
115,000
|
|
|
2019
|
90,000
|
|
|
2020
|
63,000
|
|
|
2021
|
54,000
|
|
|
2022 and thereafter
|
346,000
|
|
|
Total amortization expense
|
$
|
784,000
|
|
|
Goodwill
|
||
Balance at December 31, 2015
|
$
|
—
|
|
Acquisition of GVR
|
824,000
|
|
|
Effect of currency translation
|
(35,000
|
)
|
|
Balance at December 31, 2016
|
$
|
789,000
|
|
|
2015
|
|
2016
|
||||
Cost:
|
|
|
|
|
|||
Computers, peripheral and scientific equipment
|
$
|
360,000
|
|
|
$
|
618,000
|
|
Software
|
644,000
|
|
|
967,000
|
|
||
Leasehold Improvements
|
476,000
|
|
|
470,000
|
|
||
Office furniture and equipment
|
184,000
|
|
|
214,000
|
|
||
|
1,664,000
|
|
|
2,269,000
|
|
||
Less accumulated depreciation and amortization
|
(672,000
|
)
|
|
(1,275,000
|
)
|
||
Property and equipment, net
|
$
|
992,000
|
|
|
$
|
994,000
|
|
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
|
(35,000
|
)
|
Deferred tax liability
|
(41,000
|
)
|
Deferred revenue, current
|
(27,000
|
)
|
Total liabilities assumed
|
(103,000
|
)
|
Net value of assets acquired and liabilities assumed
|
382,000
|
|
|
|
|
Total purchase price
|
1,206,000
|
|
Excess of purchase price over fair value of assets acquired and liabilities assumed - recorded as Goodwill
|
824,000
|
|
|
Issued and
Outstanding Warrants as of January 1, 2015 |
|
Warrants
Issued |
|
Warrants
Exercised/ Expired |
|
Issued and
Outstanding Warrants as of December 31, 2015 |
||||
Bridge Warrants
|
249,999
|
|
|
—
|
|
|
—
|
|
|
249,999
|
|
Consulting Warrant
|
222,222
|
|
|
—
|
|
|
(104,444
|
)
|
(1)
|
117,778
|
|
Financing Warrants
|
208,763
|
|
|
—
|
|
|
(130,577
|
)
|
(1)
|
78,186
|
|
Underwriting Warrant
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
48,000
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
|
1,039,484
|
|
|
—
|
|
|
(235,021
|
)
|
|
804,463
|
|
(1)
|
During the year ended December 31, 2015, there were
235,021
common stock warrants that were exercised through a cashless exercise which netted
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 December 31, 2016 |
||||
Bridge Warrants
|
249,999
|
|
|
|
|
|
|
|
249,999
|
|
|
Consulting Warrant
|
117,778
|
|
|
|
|
|
(19,778
|
)
|
(1)
|
98,000
|
|
Financing Warrants
|
78,186
|
|
|
|
|
|
|
|
78,186
|
|
|
Underwriting Warrant
|
310,500
|
|
|
|
|
|
|
|
310,500
|
|
|
IR Consulting Warrants
|
48,000
|
|
|
|
|
|
|
48,000
|
|
||
Private Placement Warrants
|
—
|
|
|
2,096,724
|
|
|
(101,600
|
)
|
(2)
|
1,995,124
|
|
Underwriting Warrants - Public Offering 2016
|
—
|
|
|
135,750
|
|
|
|
|
135,750
|
|
|
|
804,463
|
|
|
2,232,474
|
|
|
(121,378
|
)
|
|
2,915,559
|
|
(1)
|
During the year ended December 31, 2016, there were
19,778
common stock warrants that were exercised through a cashless exercise which netted
19,693
shares being issued.
|
(2)
|
During the year ended December 31, 2016, there were
3,600
common stock warrants that were exercised through a cashless exercise which netted
1,375
shares being issued. Additionally, there were
98,000
shares exercised for cash.
|
|
Option Grants Awarded During the Year Ended December 31, 2015
|
|
Option Grants Awarded During the Year Ended December 31, 2016
|
Stock Price
|
$3.83 - $12.98
|
|
$1.93 - $5.50
|
Dividend Yield
|
0%
|
|
0%
|
Expected Volatility
|
60.0%
|
|
60.0%
|
Risk-free interest rate
|
1.44% - 1.86%
|
|
1.30% - 2.06%
|
Expected Term
|
7 years
|
|
7 years
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Outstanding, January 1, 2015
|
491,200
|
|
|
$
|
6.29
|
|
|
$
|
4.14
|
|
|
9.42
|
Granted
|
77,500
|
|
|
8.36
|
|
|
4.95
|
|
|
9.27
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled/Forfeited
|
(3,650
|
)
|
|
7.28
|
|
|
4.51
|
|
|
—
|
||
Outstanding, December 31, 2015
|
565,050
|
|
|
$
|
6.57
|
|
|
$
|
4.25
|
|
|
7.84
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Exercisable, January 1, 2015
|
142,895
|
|
|
$
|
6.02
|
|
|
$
|
4.01
|
|
|
9.41
|
Vested
|
160,720
|
|
|
6.47
|
|
|
4.21
|
|
|
6.70
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled/Forfeited
|
(1,200
|
)
|
|
8.06
|
|
|
5.19
|
|
|
—
|
||
Exercisable, December 31, 2015
|
302,415
|
|
|
$
|
6.25
|
|
|
$
|
4.11
|
|
|
7.07
|
|
Number of
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
|
346,500
|
|
|
3.03
|
|
|
1.81
|
|
|
8.51
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Canceled/Forfeited
|
(109,860
|
)
|
|
5.08
|
|
|
3.32
|
|
|
—
|
|
||
Outstanding, December 31, 2016
|
801,690
|
|
|
$
|
5.25
|
|
|
$
|
3.32
|
|
|
7.40
|
|
|
Number of
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
|
173,010
|
|
|
5.37
|
|
|
3.43
|
|
|
5.95
|
|
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Canceled/Forfeited
|
(56,251
|
)
|
|
5.87
|
|
|
3.87
|
|
|
|
|
Exercisable, December 31, 2016
|
419,174
|
|
|
5.94
|
|
|
3.86
|
|
|
6.00
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||
Exercise
Price
|
|
Outstanding
Number of
Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Options
|
||
$1.93 - $2.00
|
|
194,314
|
|
|
7.12
|
|
44,820
|
|
$3.83 - $4.70
|
|
70,000
|
|
|
8.70
|
|
8,127
|
|
$5.06 - $6.00
|
|
366,420
|
|
|
5.26
|
|
277,828
|
|
$6.49 – $7.20
|
|
60,000
|
|
|
7.65
|
|
34,390
|
|
$7.54 – $7.55
|
|
73,456
|
|
|
7.12
|
|
37,125
|
|
$8.06 - $12.98
|
|
37,500
|
|
|
8.10
|
|
16,884
|
|
|
|
801,690
|
|
|
6.00
|
|
419,174
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value
|
|||
Outstanding at January 1, 2015
|
131,267
|
|
|
$
|
6.00
|
|
Granted
|
343,930
|
|
|
6.35
|
|
|
Vested
|
(73,122
|
)
|
|
6.07
|
|
|
Forfeited
|
(26,446
|
)
|
|
(8.06
|
)
|
|
Outstanding at December 31, 2015
|
375,629
|
|
|
$
|
6.16
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value
|
|||
Outstanding at January 1, 2016
|
375,629
|
|
|
6.16
|
|
|
Granted
|
1,383,159
|
|
|
3.22
|
|
|
Vested
|
(262,201
|
)
|
|
4.54
|
|
|
Forfeited
|
(41,029
|
)
|
|
5.64
|
|
|
Outstanding at December 31, 2016
|
1,455,558
|
|
|
$
|
3.64
|
|
|
Year Ended
December 31, 2015 |
Year Ended
December 31, 2016
|
||||
Research and development
|
|
|
|
|||
Employees
|
$
|
721,000
|
|
$
|
944,000
|
|
Non-employees
|
33,000
|
|
36,000
|
|
||
Total research and development
|
754,000
|
|
980,000
|
|
||
|
|
|
||||
General and administrative
|
|
|
||||
Employees and directors
|
673,000
|
|
1,372,000
|
|
||
Non-employees
|
184,000
|
|
307,000
|
|
||
Total general and administrative
|
857,000
|
|
1,679,000
|
|
||
|
|
|
||||
Total equity-based compensation
|
1,611,000
|
|
2,659,000
|
|
Years ending December 31,
|
|
||
2017
|
$
|
461,000
|
|
2018
|
$
|
351,000
|
|
2019
|
$
|
212,000
|
|
2020
|
$
|
218,000
|
|
2021
|
$
|
224,000
|
|
2022
|
$
|
19,000
|
|
Total minimum rent payments
|
$
|
1,485,000
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2016
|
||||
U.S. federal
|
|
|
|
|
|||
Current
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
—
|
|
|
—
|
|
||
Total U.S. federal
|
—
|
|
|
—
|
|
||
U.S. state and local
|
|
|
|
||||
Current
|
1,000
|
|
|
1,000
|
|
||
Deferred
|
—
|
|
|
—
|
|
||
Total U.S. state and local
|
1,000
|
|
|
1,000
|
|
||
Foreign
|
|
|
|
||||
Current
|
—
|
|
|
—
|
|
||
Deferred
|
—
|
|
|
(23,000
|
)
|
||
Total foreign
|
—
|
|
|
(23,000
|
)
|
||
Provision for (benefit from) income taxes
|
$
|
1,000
|
|
|
$
|
(22,000
|
)
|
|
Year ended December 31, 2015
|
|
Year ended December 31, 2016
|
||||
Expected income tax benefit
|
$
|
(3,291,000
|
)
|
|
$
|
(5,191,000
|
)
|
State income tax (benefit), net of federal benefit
|
(693,000
|
)
|
|
(1,022,000
|
)
|
||
Valuation allowance
|
4,120,000
|
|
|
6,219,000
|
|
||
Permanent differences:
|
|
|
|
|
|||
Stock options
|
131,000
|
|
|
173,000
|
|
||
Transaction costs
|
—
|
|
|
31,000
|
|
||
Research & development credit
|
(174,000
|
)
|
|
(267,000
|
)
|
||
Adjustment to deferred taxes
|
(102,000
|
)
|
|
(12,000
|
)
|
||
Foreign rate differential
|
—
|
|
|
28,000
|
|
||
Other
|
10,000
|
|
|
19,000
|
|
||
Provision for (benefit from) for income taxes
|
$
|
1,000
|
|
|
$
|
(22,000
|
)
|
|
|
Year ended December 31, 2015
|
|
Year ended December 31, 2016
|
||||
U.S. federal and state deferred tax assets—long term:
|
|
|
|
|
||||
Accrued payroll
|
|
$
|
95,000
|
|
|
$
|
525,000
|
|
Fixed assets
|
|
—
|
|
|
80,000
|
|
||
Intangibles
|
|
763,000
|
|
|
702,000
|
|
||
Research & development credit
|
|
804,000
|
|
|
1,257,000
|
|
||
Net operating loss
|
|
6,592,000
|
|
|
11,515,000
|
|
||
Stock compensation
|
|
379,000
|
|
|
772,000
|
|
||
New jobs credit
|
|
7,000
|
|
|
7,000
|
|
||
Total long-term assets
|
|
8,640,000
|
|
|
14,858,000
|
|
||
Total deferred tax assets
|
|
8,640,000
|
|
|
14,858,000
|
|
||
U.S. federal and state deferred tax liabilities—long term:
|
|
|
|
|
||||
Fixed assets
|
|
(1,000
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
|
(1,000
|
)
|
|
—
|
|
||
Net deferred tax assets - long term
|
|
8,639,000
|
|
|
14,858,000
|
|
||
Less: Valuation allowance
|
|
(8,639,000
|
)
|
|
(14,858,000
|
)
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Foreign deferred tax assets—long term:
|
|
|
|
|
||||
Net operating loss
|
|
$
|
—
|
|
|
$
|
16,000
|
|
Total foreign deferred tax assets
|
|
—
|
|
|
16,000
|
|
||
Foreign deferred tax liabilities—long term:
|
|
|
|
|
||||
Intangibles
|
|
—
|
|
|
(32,000
|
)
|
||
Total foreign deferred tax liabilities
|
|
—
|
|
|
(32,000
|
)
|
||
Net foreign deferred tax liabilities
|
|
$
|
—
|
|
|
$
|
(16,000
|
)
|
1.
|
Consolidated Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
Dated:
|
March 30, 2017
|
Resonant Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ JEFF A. KILLIAN
|
|
|
|
JEFF A. KILLIAN
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George B. Holmes
|
|
Chief Executive Officer and Director
|
|
March 30, 2017
|
George B. Holmes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jeff A. Killian
|
|
Chief Financial Officer
|
|
March 30, 2017
|
Jeff A. Killian
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert B. Hammond
|
|
Chief Technology Officer and Director
|
|
March 30, 2017
|
Robert B. Hammond
|
|
|
|
|
|
|
|
|
|
/s/ John E. Major
|
|
Chairman of the Board of Directors
|
|
March 30, 2017
|
John E. Major
|
|
|
|
|
|
|
|
|
|
/s/ Janet K. Cooper
|
|
Director
|
|
March 30, 2017
|
Janet K. Cooper
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Fox
|
|
Director
|
|
March 30, 2017
|
Michael J. Fox
|
|
|
|
|
|
|
|
|
|
/s/ Thomas R. Joseph
|
|
Director
|
|
March 30, 2017
|
Thomas R. Joseph
|
|
|
|
|
|
|
|
|
|
/s/ Rick Kornfeld
|
|
Director
|
|
March 30, 2017
|
Rick Kornfeld
|
|
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
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 the Registrant’s common stock certificate
|
|
S-1/A
|
|
333-193552
|
|
4.1
|
|
4/11/2014
|
|
|
4.2
|
|
Form of Underwriter’s Warrant
|
|
S-1/A
|
|
333-193552
|
|
4.2
|
|
5/16/2014
|
|
|
4.3
|
|
Form of Warrant, dated April 25, 2016
|
|
8-K
|
|
001-36467
|
|
10.3
|
|
4/26/2016
|
|
|
4.4
|
|
Form of Agent Warrant, dated April 25, 2016
|
|
8-K
|
|
001-36467
|
|
10.4
|
|
4/26/2016
|
|
|
4.5
|
|
Form of Underwriter’s Warrant
|
|
8-K
|
|
001-36467
|
|
4.1
|
|
9/9/2016
|
|
|
4.6
|
|
Amended and Restated Warrant to Purchase Common Stock, dated November 15, 2013, issued by the Registrant in favor of MDB Capital Group LLC for 222,222 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.25
|
|
1/24/2014
|
|
|
4.7
|
|
Amended and Restated Warrant to Purchase Common Stock, dated November 15, 2013, issued by the Registrant in favor of MDB Capital Group LLC for a to-be-determined number of shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.26
|
|
1/24/2014
|
|
|
4.8
|
|
Warrant to Purchase Common Stock (No. A-1), dated June 17, 2013, issued by the Registrant in favor of Terry Lingren for 41,666 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.27
|
|
1/24/2014
|
|
|
4.9
|
|
Warrant to Purchase Common Stock (No. A-2), dated June 17, 2013, issued by the Registrant in favor of Robert Hammond for 41,666 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.28
|
|
1/24/2014
|
|
|
4.10
|
|
Warrant to Purchase Common Stock (No. A-3), dated June 17, 2013, issued by the Registrant in favor of Neal Fenzi for 41,666 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.29
|
|
1/24/2014
|
|
|
4.11
|
|
Warrant to Purchase Common Stock (No. A-4), dated June 17, 2013, issued by the Registrant in favor of Terry Lingren for 41,667 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.30
|
|
1/24/2014
|
|
|
4.12
|
|
Warrant to Purchase Common Stock (No. A-5), dated June 17, 2013, issued by the Registrant in favor of Robert Hammond for 41,667 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.31
|
|
1/24/2014
|
|
|
4.13
|
|
Warrant to Purchase Common Stock (No. A-6), dated June 17, 2013, issued by the Registrant in favor of Neal Fenzi for 41,667 shares of common stock
|
|
S-1
|
|
333-193552
|
|
10.32
|
|
1/24/2014
|
|
|
4.14
|
|
Warrant Agreement issued to MZ Group
|
|
10-Q
|
|
001-36467
|
|
10.3
|
|
8/8/2014
|
|
|
4.15
|
|
Warrant Agreement issued to Investors Relations Consultant
|
|
10-K
|
|
001-36467
|
|
10.40
|
|
3/27/2015
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
10.1*
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and officers
|
|
S-1
|
|
333-193552
|
|
10.1
|
|
1/24/2014
|
|
|
10.2.1*
|
|
Registrant’s Amended and Restated 2014 Omnibus Incentive Plan
|
|
S-1/A
|
|
333-193552
|
|
10.2
|
|
4/11/2014
|
|
|
10.2.2*
|
|
Amendment No. 1 to Registrant’s Amended and Restated 2014 Omnibus Incentive Plan
|
|
S-8
|
|
333-211893
|
|
10.1
|
|
6/7/2016
|
|
|
10.3*
|
|
Offer Letter between the Registrant and Robert Hammond, dated June 17, 2013
|
|
S-1
|
|
333-193552
|
|
10.4
|
|
1/24/2014
|
|
|
10.4*
|
|
Offer Letter between the Registrant and Neal Fenzi, dated June 17, 2013
|
|
S-1
|
|
333-193552
|
|
10.5
|
|
1/24/2014
|
|
|
10.5*
|
|
Offer Letter between the Registrant and George B. Holmes, dated February 9, 2016
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
2/29/2016
|
|
|
10.6*
|
|
Offer Letter between the Registrant and Jeffrey Killian, dated October 6, 2016
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
11/10/2016
|
|
|
10.7*
|
|
Form of Severance/Change-in-Control Agreement
|
|
10-K
|
|
001-36467
|
|
10.41
|
|
3/27/2015
|
|
|
10.8*
|
|
Restricted Stock Unit Agreement, with a grant date of February 29, 2016 between the Registrant and George B. Holmes
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
2/29/2016
|
|
|
10.9*
|
|
Restricted Stock Unit Agreement, with a grant date of April 25, 2016, between the Registrant and George B. Holmes
|
|
S-8
|
|
333-211894
|
|
10.2
|
|
6/7/2016
|
|
|
10.10*
|
|
Restricted Stock Unit Agreement, with a grant date of August 8, 2016, between the Registrant and George B. Holmes
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
8/12/2016
|
|
|
10.11*
|
|
Restricted Stock Unit Agreement, with a grant date of October 24, 2016, between the Registrant and Jeff A. Killian
|
|
S-8
|
|
333-214571
|
|
10.1
|
|
10/12/2016
|
|
|
10.12*
|
|
Outside Director Compensation Policy
|
|
10-K
|
|
001-36467
|
|
10.6
|
|
3/25/2016
|
|
|
10.13*
|
|
Separation Agreement, dated July 28, 2016, between John Philpott and the Registrant
|
|
10-Q
|
|
001-36467
|
|
10.1
|
|
11/10/2016
|
|
|
10.14*
|
|
Letter Agreement, dated July 26, 2016, between Bridgepoint Consulting and the Registrant
|
|
10-Q
|
|
001-36467
|
|
10.2
|
|
11/10/2016
|
|
|
10.15.1
|
|
Multi-Tenant Industrial Lease, dated August 9, 2013, between the Registrant and Nassau Land Company, L.P.
|
|
S-1
|
|
333-193552
|
|
10.33
|
|
1/24/2014
|
|
|
10.15.2
|
|
First Amendment to Lease, dated March 20, 2014, between Registrant and Nassau Land Company, L.P.
|
|
10-K
|
|
001-36467
|
|
10.33.2
|
|
3/27/2015
|
|
|
10.15.3
|
|
Second Amendment to Lease, dated September 15, 2014, between Registrant and Nassau Land Company, L.P.
|
|
10-K
|
|
001-36467
|
|
10.33.3
|
|
3/27/2015
|
|
|
10.15.4
|
|
Third Amendment to Lease, dated June 1, 2016, between Registrant and Nassau Land Company, L.P.
|
|
|
|
|
|
|
|
|
|
X
|
10.15.5
|
|
Forth Amendment to Lease, dated June 1, 2016, between Registrant and Nassau Land Company, L.P.
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
10.16
|
|
Standard Multi-Tenant Office Lease - Gross, dated December 16, 2016, between the Registrant and SeaBreeze I Venture - TIC.
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
1/6/2017
|
|
|
10.17
|
|
Securities Purchase Agreement, dated April 20, 2016, between the Registrant and the Investors listed on the schedule of buyers attached thereto
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
4/26/2016
|
|
|
10.18
|
|
Registration Rights Agreement, dated April 25, 2016
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
4/26/2016
|
|
|
10.19
|
|
Registration Rights Agreement for Investors, dated June 17, 2013, by and among the Registrant and the persons listed on Schedule A thereto
|
|
S-1
|
|
333-193552
|
|
10.23
|
|
1/24/2014
|
|
|
10.20
|
|
Registration Rights Agreement for Warrants, dated June 17, 2013, by and among the Registrant and MDB Capital Group LLC
|
|
S-1
|
|
333-193552
|
|
10.24
|
|
1/24/2014
|
|
|
21.1
|
|
List of Subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Crowe Horwath LLP
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (included on signature page)
|
|
|
|
|
|
|
|
|
|
X
|
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 required to be filed as an exhibit to this annual report on Form 10-K.
|
#
|
The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any
|
LANDLORD:
|
|
TENANT:
|
|
|
|
NASSAU LAND COMPANY, L.P.
|
|
RESONANT INC
|
a California limited partnership
|
|
a Delaware corporation
|
|
|
|
By: Michael Towbes Construction & Development, Inc., a
|
|
|
California corporation
|
|
|
Its: General Partner
|
|
|
|
|
|
By: /s/ MichaelTowbes
|
|
By: /s/ John M. Philpott
|
Its: President
|
|
Its: CFO
|
|
|
|
E.
|
The Lease expires on July 31, 2017.
|
2.
|
MISCELLANEOUS.
|
1.
|
I have reviewed this Annual Report on Form 10-K 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;
|
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: March 30, 2017
|
/s/ George B. Holmes
|
|
George B. Holmes
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K 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;
|
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: March 30, 2017
|
/s/ Jeff A. Killian
|
|
Jeff A. Killian
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Date: March 30, 2017
|
/s/ George B. Holmes
|
|
George B. Holmes
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Jeff A. Killian
|
|
Jeff A. Killian
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|