As filed with the Securities and Exchange Commission on June 7, 2017    Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RESONANT INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
45-4320930
(I.R.S. Employer Identification No.)

110 Castilian Drive, Suite 100
Goleta, California
(Address of principal executive offices)


93117
(Zip Code)
Resonant Inc.
Amended and Restated 2014 Omnibus Incentive Plan
(Full title of the plan)
George B. Holmes
Chief Executive Officer
Resonant Inc.
110 Castilian Drive, Suite 100
Goleta, California 93117
(Name and address of agent for service)
(805) 308-9803
(Telephone number, including area code, of agent for service)
Copies to:
John McIlvery, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Boulevard, 20 th Floor
Sherman Oaks, CA 91403
(818) 444-4500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller” reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Smaller reporting company
x
Non-accelerated filer
o
(Do not check if smaller reporting company)
 
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 7(a)(2)(B) of the Securities Act. ý

CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
Amount To Be Registered (1)
Proposed Maximum
Offering Price
Per Share (2)
Proposed Maximum Aggregate Offering Price (2)
Amount Of
Registration Fee
Common Stock, par value
$0.001 per share
3,250,000
$4.31
$14,007,500
$1,623.47
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, 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.
(2)
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 $4.31, the average of the high and low reported sales prices of the Registrant’s common stock on the NASDAQ Capital Market on June 1, 2017.
(3)
Represents 3,250,000 shares reserved for issuance under the Amended and Restated 2014 Omnibus Incentive Plan.





EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Resonant Inc., a Delaware corporation (the “ Registrant ”), relating to 3,250,000 shares of its common stock, par value $0.001 per share (the “ Common Stock ”), issuable under the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “ Plan ”), which Common Stock is in addition to the 1,400,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 29, 2014 (Registration No. 333-196344) and the 1,300,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on June 7, 2016 (Registration No. 333-211893) (the “ Prior Registration Statements ”).
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference
The following documents, which previously have been filed by the Registrant with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are incorporated by reference herein and shall be deemed to be a part hereof:
•
our Annual Report on Form 10-K for our fiscal year ended December 31, 2016 (filed on March 30, 2017);
•
our Quarterly Report on Form 10-Q for our quarter ended March 31, 2017 (file d on May 11, 20 17);
•
our Current Reports on Form 8-K, dated January 4, 2017 (filed on January 6, 2017); dated January 9, 2017 (filed on January 11, 2017); dated February 2, 2017 (filed on February 3, 2017); and dated February 20, 2017 (filed on February 24, 2017); and

•
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.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Registrant’s file number with the Commission is No. 001-36467.

Item 8.    Exhibits.
For a list of exhibits to this Registration Statement, see the “Exhibit Index”, which is incorporated into this item by reference.


2

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goleta, State of California, on June 6, 2017.

RESONANT INC.
(Registrant)
 
 
By:
/s/ Jeff A. Killian
 
Jeff A. Killian
 
Chief Financial Officer

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints George B. Holmes and Jeff A. Killian, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file a new registration statement under Rule 461 or Instruction E of Form S-8 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
Signature
Title
Date
 
 
 
   /s/ George B. Holmes          
George B. Holmes
Chief Executive Officer and Director
(Principal Executive Officer)
June 6, 2017
    /s/ Jeff A. Killian        
Jeff A. Killian
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
June 6, 2017
   /s/ Robert Hammond         
Robert Hammond
Chief Technology Officer and Director
June 6, 2017
   /s/ Janet Cooper          
Janet Cooper
Director
June 6, 2017
   /s/ Michael Fox          
Michael Fox
Director
June 6, 2017
   /s/ Thomas Joseph         
Thomas Joseph
Director
June 6, 2017
   /s/ Richard Kornfeld         
Richard Kornfeld
Director
June 6, 2017
   /s/ John Major         
John Major
Chairman of the Board
June 6, 2017



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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number
 
Incorporated by Reference
Filed
Herewith
Exhibit Description
Form
File Number
Exhibit
Filing Date
 
 
 
 
 
 
 
5.1
Opinion of Stubbs Alderton & Markiles, LLP
 
 
 
 
X
10.1
Registrant’s Amended and Restated 2014 Omnibus Incentive Plan
S-1/A
333-193552
10.2
4/11/2014
 
10.2
Amendment No. 1 to the Resonant Inc Amended and Restated 2014 Omnibus Incentive Plan
S-8
333-211893
10.1
6/7/2016
 
10.3
Amendment No. 2 to the Resonant Inc Amended and Restated 2014 Omnibus Incentive Plan
 
 
 
 
X
23.1
Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1)
 
 
 
 
X
23.2
Consent of Crowe Horwath LLP
 
 
 
 
X
24.1
Power of Attorney (included on signature page)
 
 
 
 
X



Exhibit Index

STUBBSALDERTONMARKILESA01.GIF

June 6, 2017                                        Exhibit 5.1
Resonant Inc.
110 Castilian Drive, Suite 100
Goleta, CA 93117
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement ”) to which this letter is attached as Exhibit 5.1 filed by Resonant Inc., a Delaware corporation (the “ Company ”), in order to register under the Securities Act of 1933, as amended (the “ Act ”), 3,250,000 shares of common stock of the Company (the “ Shares ”), issuable pursuant to the Company’s Amended and Restated 2014 Omnibus Incentive Plan (the “ 2014 Plan ”).
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
We are of the opinion that the Shares have been duly authorized and upon issuance and sale in conformity with and pursuant to the 2014 Plan, and following receipt by the Company of the consideration therefor, the Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration Statement.
Respectfully submitted,
 
/s/ Stubbs Alderton & Markiles, LLP
 
STUBBS ALDERTON & MARKILES, LLP








15260 Ventura Boulevard, 20 th  Floor * Sherman Oaks, California 91403
office > 818.444.4500 * fax > 818.444.4520
1453 3 rd  Street Promenade, Suite 300 * Santa Monica, California 90401
office > 310.746.9800 * fax > 310.395.5292



Exhibit 10.3
RESONANT INC.
AMENDMENT NO. 2
TO
AMENDED AND RESTATED
2014 OMNIBUS INCENTIVE PLAN

This Amendment No. 2 (this “ Amendment ”) to the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “ Plan ”) is effective as of June 6, 2017, by action of the Board of Directors of Resonant Inc., a Delaware corporation (the “ Company ”).
1.    Section 3.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“(a)    Subject to adjustment as provided in Section 12.2, a total of 5,950,000 Shares shall be authorized for grant under the Plan (the “ Maximum Plan Shares ”). Any Shares that are subject to Awards shall be counted against this limit as one (1) Share for every one (1) Share granted.”
I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on March 29, 2017, and approved by the stockholders of the Company at a meeting held on June 6, 2017.
Executed as of June 6, 2017    
RESONANT INC.
 
 
By:
/s/ Jeff A. Killian
Name:
Jeff A. Killian
Its:
Chief Executive Officer




Exhibit 23.2
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Resonant Inc. of our report dated March 30, 2017 relating to the consolidated financial statements, appearing in the Annual Report on Form 10-K of Resonant Inc. for the year ended December 31, 2016.
/s/ Crowe Horwath LLP
Crowe Horwath LLP
Sherman Oaks, California
June 6, 2017