FORM 10-K
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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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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if smaller reporting company)
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Smaller reporting company
ý
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Emerging growth company
ý
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•
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the status of filter designs under development;
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the prospects for licensing filter designs upon completion of development;
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plans for other filter designs not currently in development;
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potential customers for our designs;
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the timing and amount of future royalty streams;
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our plans regarding the use of proceeds from our financings and the expected duration of our capital resources;
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our plans regarding future financings;
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our hiring plans;
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the impact of our designs on the mobile device market;
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our business strategy;
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our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;
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the timing and success of our plan of commercialization;
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our dependence on growth in our customers’ businesses;
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our customers’ success in marketing products incorporating our designs to their customers;
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the effects of market conditions on our stock price and operating results;
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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;
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our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;
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our ability to introduce new offerings and bring them to market in a timely manner;
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our ability to maintain, protect and enhance our intellectual property;
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our expectations concerning our relationships with our customers and other third parties and our customers’ relationships with their manufacturers and customers;
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the attraction and retention of qualified employees and key personnel;
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future acquisitions of or investments in complementary companies or technologies; and
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our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.
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Band, channel or frequency band
—a designated range of radio wave frequencies used to communicate with a mobile device.
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Bulk acoustic wave (BAW)
—an acoustic wave traveling through a material exhibiting elasticity.
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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.
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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.
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Filter
—a series of interconnected resonators designed to pass (or select) a desired radio frequency signal and block unwanted signals.
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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.
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RF front-end (RFFE)
—the circuitry in a mobile device responsible for the analog signal processing which is located between the antenna and the digital baseband.
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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.
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Temperature-Compensated SAW (TC-SAW)
—a SAW device which has additional material alterations to reduce its variation with changes in temperature.
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Enhanced mobile broadband: Extreme data-rates and capacity to support wireless video everywhere;
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Mission critical services: High reliability, low latency and high security for automotive, health and government; and
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Massive Internet of Things: Low cost, low energy, long life for wearables, smart home devices and interconnected devices
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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.
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Multi
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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.
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our royalty fees and the cost of our designed filters relative to other competing designs and technologies;
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perception by RF front-end manufacturers and mobile device manufacturers;
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press and blog coverage, social media coverage, and other publicity and public relations factors which are not within our control; and
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regulatory developments related to manufacturing, marketing and selling our designs.
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market acceptance of their mobile wireless devices that contain our designs;
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the impact of slowdowns or declines in sales of mobile wireless devices in general;
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their ability to design products with features that meet the evolving tastes and preferences of consumers;
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fluctuations in foreign currency;
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relationships with wireless carriers in particular markets;
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the implementation of, or changes to, mobile wireless device certification standards and programs;
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technological advancements in the functionality and capabilities of mobile wireless devices;
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the imposition of restrictions, tariffs, duties, or regulations by foreign governments on mobile wireless device manufacturers;
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failure to comply with governmental restrictions or regulations;
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cost and availability of components for their products; and
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inventory levels in the sales channels into which mobile wireless device manufacturers sell their products.
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build a reputation for a superior solution and create trust and long-term relationships with our customers;
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distinguish ourselves from competitors in our industry;
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develop and offer competitive technologies that meet our customers’ needs as they change;
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respond to evolving industry standards and government regulations that impact our business;
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expand our business internationally; and
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attract, hire, integrate and retain qualified and motivated employees.
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expropriation;
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changes in a specific country
’
s or region
’
s political or economic conditions;
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changes in tax laws, trade protection measures and import or export licensing requirements;
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difficulties in protecting our intellectual property;
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difficulties in managing staffing and exposure to different employment practices and labor laws;
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changes in foreign currency exchange rates;
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restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;
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changes in freight and interest rates;
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disruption in air transportation between the United States and overseas facilities;
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loss or modification of exemptions for taxes and tariffs; and
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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.
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the progress, completion or failure of efforts to design our commercial products;
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a customer decision regarding incorporation of our designs into a commercial product;
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the loss of any customer relationship;
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the addition of a new customer relationship;
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mergers and acquisitions involving us, our customers or our competitors;
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price and volume fluctuations in the overall stock market from time to time;
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significant volatility in the market price and trading volume of technology companies in general;
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fluctuations in the trading volume of our shares or the size of our public float;
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actual or anticipated changes or fluctuations in our results of operations;
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whether our results of operations meet the expectations of securities analysts or investors;
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actual or anticipated changes in the expectations of investors or securities analysts;
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litigation involving us, our industry, or both;
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regulatory developments in the United States, foreign countries, or both;
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general economic conditions and trends;
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major catastrophic events;
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lockup releases, sales of large blocks of our common stock;
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departures of key employees; or
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an adverse impact on the company from any of the other risks cited herein.
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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;
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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;
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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
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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;
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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;
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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
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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.
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High
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Low
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||||
Fiscal 2016
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||||
First Quarter
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$
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3.50
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$
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1.69
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Second Quarter
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$
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5.10
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$
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2.50
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Third Quarter
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$
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6.76
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$
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4.01
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Fourth Quarter
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$
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5.65
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$
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4.25
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Fiscal 2017
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||||
First Quarter
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$
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5.39
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$
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4.00
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Second Quarter
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$
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5.55
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$
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3.82
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Third Quarter
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$
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5.30
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$
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4.11
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Fourth Quarter
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$
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8.55
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$
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4.09
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Payments Due by Period
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||||||||||||||||||
Contractual Obligations
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Total
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Less Than
1 Year
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1-3 Years
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3-5 Years
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More Than
5 Years
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||||||||||
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||||||||||
Operating lease commitments
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$
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1,103,000
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$
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430,000
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$
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430,000
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$
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243,000
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$
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—
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Page
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December 31, 2016
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December 31, 2017
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||||
ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$
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5,084,000
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$
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19,524,000
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Accounts receivable
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56,000
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50,000
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||
Prepaid expenses and other current assets
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160,000
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536,000
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Restricted cash
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—
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100,000
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Investment held-to-maturity
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4,747,000
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—
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||
TOTAL CURRENT ASSETS
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10,047,000
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20,210,000
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PROPERTY AND EQUIPMENT
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||||
Fixed assets
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2,269,000
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3,212,000
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||
Less: Accumulated depreciation and amortization
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(1,275,000
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)
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(1,858,000
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)
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||
PROPERTY AND EQUIPMENT, NET
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994,000
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1,354,000
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NONCURRENT ASSETS
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||||
Intangible assets, net
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1,253,000
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1,353,000
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||
Restricted cash
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100,000
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—
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||
Goodwill
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789,000
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|
824,000
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Other assets
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16,000
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19,000
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||
TOTAL NONCURRENT ASSETS
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2,158,000
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|
|
2,196,000
|
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||
TOTAL ASSETS
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|
$
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13,199,000
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$
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23,760,000
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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|
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|||
CURRENT LIABILITIES
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|
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|||
Accounts payable
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|
$
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905,000
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$
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708,000
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Accrued expenses
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35,000
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|
|
314,000
|
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||
Accrued salaries and payroll related expenses
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|
1,765,000
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|
|
1,936,000
|
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||
Deferred revenue, current
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|
279,000
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|
|
143,000
|
|
||
Deferred rent, current
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|
20,000
|
|
|
—
|
|
||
TOTAL CURRENT LIABILITIES
|
|
3,004,000
|
|
|
3,101,000
|
|
||
LONG-TERM LIABILITIES
|
|
|
|
|
||||
Deferred revenue
|
|
46,000
|
|
|
—
|
|
||
Deferred rent
|
|
—
|
|
|
10,000
|
|
||
Deferred income taxes
|
|
16,000
|
|
|
1,000
|
|
||
TOTAL LIABILITIES
|
|
3,066,000
|
|
|
3,112,000
|
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||
Commitments and contingencies (Note 9)
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|
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||
STOCKHOLDERS’ EQUITY
|
|
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||||
Common stock, $0.001 par value, 47,000,000 authorized and 12,468,647 issued and outstanding as of December 31, 2016, and 19,511,276 issued and outstanding as of December 31, 2017
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12,000
|
|
|
20,000
|
|
||
Preferred stock, $0.001 par value, 3,000,000 authorized and none outstanding as of December 31, 2016 and 2017
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
56,331,000
|
|
|
88,447,000
|
|
||
Accumulated other comprehensive loss
|
|
(51,000
|
)
|
|
(7,000
|
)
|
||
Accumulated deficit
|
|
(46,159,000
|
)
|
|
(67,812,000
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
|
10,133,000
|
|
|
20,648,000
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
13,199,000
|
|
|
$
|
23,760,000
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2017
|
||||
REVENUES
|
$
|
302,000
|
|
|
$
|
653,000
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OPERATING EXPENSES
|
|
|
|
|
|||
Research and development
|
6,895,000
|
|
|
10,045,000
|
|
||
General and administrative
|
8,697,000
|
|
|
9,644,000
|
|
||
TOTAL OPERATING EXPENSES
|
15,592,000
|
|
|
19,689,000
|
|
||
OPERATING LOSS
|
(15,290,000
|
)
|
|
(19,036,000
|
)
|
||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest and investment income
|
22,000
|
|
|
67,000
|
|
||
Warrant inducement expense
|
—
|
|
|
(2,688,000
|
)
|
||
Other expense
|
(1,000
|
)
|
|
(10,000
|
)
|
||
TOTAL OTHER INCOME (EXPENSE)
|
21,000
|
|
|
(2,631,000
|
)
|
||
LOSS BEFORE INCOME TAXES
|
(15,269,000
|
)
|
|
(21,667,000
|
)
|
||
Benefit from income taxes
|
(22,000
|
)
|
|
(14,000
|
)
|
||
NET LOSS
|
$
|
(15,247,000
|
)
|
|
$
|
(21,653,000
|
)
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
$
|
(51,000
|
)
|
|
$
|
44,000
|
|
COMPREHENSIVE LOSS
|
$
|
(15,298,000
|
)
|
|
$
|
(21,609,000
|
)
|
|
|
|
|
||||
|
|
|
|
||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
$
|
(1.57
|
)
|
|
$
|
(1.44
|
)
|
Weighted average shares outstanding — basic and diluted
|
9,691,115
|
|
|
15,015,446
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, January 1, 2016
|
|
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
|
|
|||||
Issuance of common stock for compensation
|
|
649,359
|
|
|
1,000
|
|
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
4,136,000
|
|
|
—
|
|
|
—
|
|
|
4,136,000
|
|
|||||
Sales of common stock, net of offering costs
|
|
3,603,817
|
|
|
4,000
|
|
|
15,946,000
|
|
|
—
|
|
|
—
|
|
|
15,950,000
|
|
|||||
Exercise of warrants, cashless
|
|
147,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of warrants for cash
|
|
2,608,678
|
|
|
3,000
|
|
|
11,957,000
|
|
|
—
|
|
|
—
|
|
|
11,960,000
|
|
|||||
Exercise of stock options, cashless
|
|
3,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
29,170
|
|
|
—
|
|
|
78,000
|
|
|
—
|
|
|
—
|
|
|
78,000
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,653,000
|
)
|
|
—
|
|
|
(21,653,000
|
)
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,000
|
|
|
44,000
|
|
|||||
Balance, December 31, 2017
|
|
19,511,276
|
|
|
$
|
20,000
|
|
|
$
|
88,447,000
|
|
|
$
|
(67,812,000
|
)
|
|
$
|
(7,000
|
)
|
|
$
|
20,648,000
|
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(15,247,000
|
)
|
|
$
|
(21,653,000
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
694,000
|
|
|
721,000
|
|
||
Deferred tax benefit
|
|
(23,000
|
)
|
|
(14,000
|
)
|
||
Stock-based compensation
|
|
2,659,000
|
|
|
4,121,000
|
|
||
Non-cash warrant inducement expense
|
|
—
|
|
|
2,688,000
|
|
||
Non-cash investment income
|
|
(1,000
|
)
|
|
—
|
|
||
Non-cash patent write-off
|
|
19,000
|
|
|
—
|
|
||
Non-cash loss on disposal of assets
|
|
1,000
|
|
|
2,000
|
|
||
Changes in assets and liabilities, net of effects of acquisition:
|
|
|
|
|
||||
Accounts receivable
|
|
(19,000
|
)
|
|
6,000
|
|
||
Prepaids and other current assets
|
|
(8,000
|
)
|
|
(376,000
|
)
|
||
Other assets
|
|
(1,000
|
)
|
|
(3,000
|
)
|
||
Accounts payable
|
|
56,000
|
|
|
(143,000
|
)
|
||
Accrued expenses
|
|
(34,000
|
)
|
|
163,000
|
|
||
Accrued salaries and payroll related expenses
|
|
980,000
|
|
|
208,000
|
|
||
Deferred revenue
|
|
299,000
|
|
|
(184,000
|
)
|
||
Deferred rent
|
|
(34,000
|
)
|
|
(10,000
|
)
|
||
Net cash used in operating activities
|
|
(10,659,000
|
)
|
|
(14,474,000
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Proceeds from sale of fixed assets
|
|
—
|
|
|
7,000
|
|
||
Purchases of property and equipment
|
|
(400,000
|
)
|
|
(815,000
|
)
|
||
Expenditures for patents and domain names
|
|
(177,000
|
)
|
|
(332,000
|
)
|
||
Payment for acquisition of business assets, net of acquired cash
|
|
(513,000
|
)
|
|
—
|
|
||
Redemption of investments held-to-maturity
|
|
10,509,000
|
|
|
4,747,000
|
|
||
Purchase of investments held-to-maturity
|
|
(12,249,000
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
(2,830,000
|
)
|
|
3,607,000
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Net proceeds from the sale of common stock from private placement offerings
|
|
5,177,000
|
|
|
15,950,000
|
|
||
Net proceeds from the sale of common stock from underwritten public offering
|
|
10,621,000
|
|
|
—
|
|
||
Proceeds from exercise of warrants
|
|
280,000
|
|
|
9,272,000
|
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
78,000
|
|
||
Net cash provided by financing activities
|
|
16,078,000
|
|
|
25,300,000
|
|
||
Effects of currency translation on cash and cash equivalents
|
|
(6,000
|
)
|
|
7,000
|
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
2,583,000
|
|
|
14,440,000
|
|
||
CASH AND CASH EQUIVALENTS — Beginning of year
|
|
2,501,000
|
|
|
5,084,000
|
|
||
CASH AND CASH EQUIVALENTS — End of year
|
|
$
|
5,084,000
|
|
|
$
|
19,524,000
|
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
||||
Taxes
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
|
|
|
|
|
||||
Issuance of common stock in settlement of liability
|
|
$
|
110,000
|
|
|
$
|
119,000
|
|
Stock options issued in settlement of liability
|
|
$
|
—
|
|
|
$
|
332,000
|
|
Issuance of common stock in the acquisition of business assets
|
|
$
|
545,000
|
|
|
$
|
—
|
|
Property and equipment included in accounts payable
|
|
$
|
191,000
|
|
|
$
|
245,000
|
|
Property and equipment included in accrued liabilities
|
|
$
|
—
|
|
|
$
|
95,000
|
|
Patents included in accounts payable
|
|
$
|
117,000
|
|
|
$
|
9,000
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2017
|
||
Common stock warrants
|
2,915,559
|
|
|
3,730,255
|
|
Common stock options
|
801,690
|
|
|
1,082,490
|
|
Non-vested restricted stock unit awards
|
1,455,558
|
|
|
1,476,858
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
5,172,807
|
|
|
6,289,603
|
|
|
2016
|
|
2017
|
||||
Patents
|
$
|
1,132,000
|
|
|
$
|
1,349,000
|
|
Domain Name
|
22,000
|
|
|
22,000
|
|
||
Client Base (1)
|
137,000
|
|
|
143,000
|
|
||
Trademark (1)
|
17,000
|
|
|
17,000
|
|
||
Backlog (1)
|
12,000
|
|
|
13,000
|
|
||
Technology
|
84,000
|
|
|
77,000
|
|
||
|
1,404,000
|
|
|
1,621,000
|
|
||
Less: accumulated amortization
|
(151,000
|
)
|
|
(268,000
|
)
|
||
Net intangible assets
|
$
|
1,253,000
|
|
|
$
|
1,353,000
|
|
Years ending December 31,
|
|
||
2018
|
$
|
130,000
|
|
2019
|
103,000
|
|
|
2020
|
76,000
|
|
|
2021
|
66,000
|
|
|
2022
|
56,000
|
|
|
2023 and thereafter
|
418,000
|
|
|
Total amortization expense
|
$
|
849,000
|
|
|
Goodwill
|
||
Balance at January 1, 2016
|
$
|
—
|
|
Acquisition of GVR
|
824,000
|
|
|
Effect of currency translation
|
(35,000
|
)
|
|
Balance at December 31, 2016
|
$
|
789,000
|
|
Effect of currency translation
|
$
|
35,000
|
|
Balance at December 31, 2017
|
$
|
824,000
|
|
|
2016
|
|
2017
|
||||
Cost:
|
|
|
|
|
|||
Computers, peripheral and scientific equipment
|
$
|
618,000
|
|
|
$
|
1,016,000
|
|
Software
|
967,000
|
|
|
1,367,000
|
|
||
Leasehold Improvements
|
470,000
|
|
|
502,000
|
|
||
Office furniture and equipment
|
214,000
|
|
|
327,000
|
|
||
|
2,269,000
|
|
|
3,212,000
|
|
||
Less accumulated depreciation and amortization
|
(1,275,000
|
)
|
|
(1,858,000
|
)
|
||
Property and equipment, net
|
$
|
994,000
|
|
|
$
|
1,354,000
|
|
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, 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 - 2016
|
—
|
|
|
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
warrants exercised for cash.
|
|
Issued and
Outstanding Warrants as of January 1, 2017 |
|
Warrants
Issued |
|
Warrants
Exercised/ Expired |
|
Issued and
Outstanding Warrants as of December 31, 2017 |
|||||
Bridge Warrants
|
249,999
|
|
|
—
|
|
|
—
|
|
|
249,999
|
|
|
Consulting Warrant
|
98,000
|
|
|
—
|
|
|
(85,777
|
)
|
(1
|
)
|
12,223
|
|
Financing Warrants
|
78,186
|
|
|
—
|
|
|
(15,656
|
)
|
(2
|
)
|
62,530
|
|
Underwriting Warrant
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
|
IR Consulting Warrants
|
48,000
|
|
|
—
|
|
|
(42,000
|
)
|
(3
|
)
|
6,000
|
|
Private Placement Warrants - 2016
|
1,995,124
|
|
|
—
|
|
|
(1,104,061
|
)
|
(4
|
)
|
891,063
|
|
Underwriting Warrants - Public Offering 2016
|
135,750
|
|
|
—
|
|
|
(13,575
|
)
|
(5
|
)
|
122,175
|
|
Private Placement Warrants - February 2017
|
—
|
|
|
1,626,898
|
|
|
(1,626,898
|
)
|
(6
|
)
|
—
|
|
Private Placement Warrants - September 2017
|
—
|
|
|
1,976,919
|
|
|
—
|
|
|
1,976,919
|
|
|
Placement Agent Warrants - 2017
|
—
|
|
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
|
2,915,559
|
|
|
3,702,663
|
|
|
(2,887,967
|
)
|
|
3,730,255
|
|
(1)
|
During the year ended December 31, 2017, there were
85,777
common stock warrants that were exercised through cashless exercises which netted
85,620
shares being issued.
|
(2)
|
During the year ended December 31, 2017, there were
15,656
common stock warrants that were exercised through a cashless exercise which netted
6,842
shares being issued.
|
(3)
|
During the year ended December 31, 2017,
42,000
warrants expired.
|
(4)
|
During the year ended December 31, 2017, there were
122,281
common stock warrants that were exercised through cashless exercises which netted
49,063
shares being issued. Additionally, there were
981,780
warrants that were exercised for cash, which included
836,780
warrants exercised subject to inducement, which offered the warrant holder an inducement fee of
$0.29
/share to exercise the warrant in full for cash immediately.
|
(5)
|
During the year ended December 31, 2017, there were
13,575
common stock warrants that were exercised through a cashless exercise which netted
6,322
shares being issued.
|
(6)
|
During the year ended December 31, 2017, there were
1,626,898
common stock warrants that were exercised for cash. The warrants were exercised subject to inducement, which offered the warrant holder an inducement fee of
$4.13
/share to exercise the warrant in full for cash immediately.
|
|
Option Grants Awarded During the Year Ended December 31, 2016
|
|
Option Grants Awarded During the Year Ended December 31, 2017
|
Stock Price
|
$1.93 - $5.50
|
|
$4.36 - $7.80
|
Dividend Yield
|
0%
|
|
0%
|
Expected Volatility
|
60.0%
|
|
60.0%
|
Risk-free interest rate
|
1.30% - 2.06%
|
|
1.95% - 2.37%
|
Expected Term
|
7 years
|
|
7 to 10years
|
|
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
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
||||||
Outstanding, January 1, 2017
|
801,690
|
|
|
$
|
5.25
|
|
|
$
|
3.32
|
|
|
7.40
|
|
Granted
|
488,300
|
|
|
4.62
|
|
|
2.79
|
|
|
9.51
|
|
||
Exercised
|
(32,928
|
)
|
|
2.37
|
|
|
1.41
|
|
|
—
|
|
||
Canceled/Forfeited
|
(174,572
|
)
|
|
6.4
|
|
|
4.18
|
|
|
—
|
|
||
Outstanding, December 31, 2017
|
1,082,490
|
|
|
$
|
4.87
|
|
|
$
|
3.00
|
|
|
8.38
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
||||
Exercisable, January 1, 2017
|
419,174
|
|
|
5.94
|
|
|
3.86
|
|
|
6.00
|
|
Vested
|
457,338
|
|
|
4.57
|
|
|
2.77
|
|
|
8.65
|
|
Exercised
|
(32,928
|
)
|
|
2.37
|
|
|
1.41
|
|
|
—
|
|
Canceled/Forfeited
|
(139,281
|
)
|
|
6.65
|
|
|
4.38
|
|
|
—
|
|
Exercisable, December 31, 2017
|
704,303
|
|
|
5.08
|
|
|
3.17
|
|
|
8.15
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||
Exercise
Price
|
|
Outstanding
Number of
Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Options
|
||
$1.93 - $2.00
|
|
149,000
|
|
|
8.10
|
|
65,198
|
|
$3.83 - $4.70
|
|
523,190
|
|
|
9.38
|
|
343,198
|
|
$5.06 - $6.00
|
|
250,000
|
|
|
6.67
|
|
197,199
|
|
$6.18 – $7.20
|
|
70,000
|
|
|
6.67
|
|
40,945
|
|
$7.54 – $7.80
|
|
67,800
|
|
|
6.96
|
|
41,817
|
|
$8.06 - $12.98
|
|
22,500
|
|
|
7.04
|
|
15,946
|
|
|
|
1,082,490
|
|
|
8.15
|
|
704,303
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
|||
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
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
|||
Outstanding at January 1, 2017
|
1,455,558
|
|
|
$
|
3.64
|
|
Granted
|
722,400
|
|
|
5.37
|
|
|
Vested
|
(649,359
|
)
|
|
4.26
|
|
|
Forfeited
|
(51,741
|
)
|
|
5.40
|
|
|
Outstanding at December 31, 2017
|
1,476,858
|
|
|
$
|
4.96
|
|
|
Year Ended
December 31, 2016 |
Year Ended
December 31, 2017
|
||||
Research and development
|
|
|
|
|||
Employees
|
$
|
944,000
|
|
$
|
1,937,000
|
|
Non-employees
|
36,000
|
|
181,000
|
|
||
Total research and development
|
980,000
|
|
2,118,000
|
|
||
|
|
|
||||
General and administrative
|
|
|
||||
Employees and directors
|
1,372,000
|
|
1,824,000
|
|
||
Non-employees
|
307,000
|
|
179,000
|
|
||
Total general and administrative
|
1,679,000
|
|
2,003,000
|
|
||
|
|
|
||||
Total equity-based compensation
|
2,659,000
|
|
4,121,000
|
|
Years ending December 31,
|
|
||
2018
|
$
|
430,000
|
|
2019
|
$
|
212,000
|
|
2020
|
$
|
218,000
|
|
2021
|
$
|
224,000
|
|
2022
|
$
|
19,000
|
|
Total minimum rent payments
|
$
|
1,103,000
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2017
|
||||
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
|
)
|
|
(15,000
|
)
|
||
Total foreign
|
(23,000
|
)
|
|
(15,000
|
)
|
||
Benefit from income taxes
|
$
|
(22,000
|
)
|
|
$
|
(14,000
|
)
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2017
|
||||
Expected income tax benefit
|
$
|
(5,191,000
|
)
|
|
$
|
(7,357,000
|
)
|
State income tax (benefit), net of federal benefit
|
(1,022,000
|
)
|
|
(1,176,000
|
)
|
||
Valuation allowance
|
6,219,000
|
|
|
7,398,000
|
|
||
Permanent differences:
|
|
|
|
|
|
||
Stock options
|
173,000
|
|
|
95,000
|
|
||
Warrants
|
—
|
|
|
914,000
|
|
||
Transaction costs
|
31,000
|
|
|
—
|
|
||
Research & development credit
|
(267,000
|
)
|
|
(263,000
|
)
|
||
Adjustment to deferred taxes
|
(12,000
|
)
|
|
267,000
|
|
||
Foreign rate differential
|
28,000
|
|
|
19,000
|
|
||
Other
|
19,000
|
|
|
89,000
|
|
||
Provision for (benefit from) for income taxes
|
$
|
(22,000
|
)
|
|
$
|
(14,000
|
)
|
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2017
|
||||
U.S. federal and state deferred tax assets—long term:
|
|
|
|
|
||||
Accrued payroll
|
|
$
|
525,000
|
|
|
$
|
376,000
|
|
Accrued expenses
|
|
—
|
|
|
21,000
|
|
||
Fixed assets
|
|
80,000
|
|
|
111,000
|
|
||
Intangibles
|
|
702,000
|
|
|
457,000
|
|
||
Research & development credit
|
|
1,257,000
|
|
|
1,464,000
|
|
||
Net operating loss
|
|
11,515,000
|
|
|
13,204,000
|
|
||
Stock compensation
|
|
772,000
|
|
|
539,000
|
|
||
New jobs credit
|
|
7,000
|
|
|
8,000
|
|
||
Total long-term assets
|
|
14,858,000
|
|
|
16,180,000
|
|
||
Total deferred tax assets
|
|
14,858,000
|
|
|
16,180,000
|
|
||
U.S. federal and state deferred tax liabilities—long term:
|
|
|
|
|
||||
Fixed assets
|
|
—
|
|
|
—
|
|
||
Total deferred tax liabilities
|
|
—
|
|
|
—
|
|
||
Net deferred tax assets - long term
|
|
14,858,000
|
|
|
16,180,000
|
|
||
Less: Valuation allowance
|
|
(14,858,000
|
)
|
|
(16,180,000
|
)
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Foreign deferred tax assets—long term:
|
|
|
|
|
||||
Net operating loss
|
|
$
|
16,000
|
|
|
$
|
12,000
|
|
Total foreign deferred tax assets
|
|
16,000
|
|
|
12,000
|
|
||
Foreign deferred tax liabilities—long term:
|
|
|
|
|
|
|||
Intangibles
|
|
(32,000
|
)
|
|
(13,000
|
)
|
||
Total foreign deferred tax liabilities
|
|
(32,000
|
)
|
|
(13,000
|
)
|
||
Net foreign deferred tax liabilities
|
|
$
|
(16,000
|
)
|
|
$
|
(1,000
|
)
|
Name
|
|
Age
|
|
Position
|
John Major
(1)(3)
|
|
72
|
|
Chairman of the Board
|
George Holmes
|
|
55
|
|
Chief Executive Officer and Director
|
Janet Cooper
(1)(3)
|
|
64
|
|
Director
|
Michael Fox
(2)
|
|
40
|
|
Director
|
Robert Hammond
|
|
70
|
|
Chief Technology Officer and Director
|
Thomas Joseph
(2)(3)
|
|
68
|
|
Director
|
Richard Kornfeld
(1)(2)
|
|
57
|
|
Director
|
Jean Rankin
(2)
|
|
59
|
|
Director
|
Jeff Killian
|
|
58
|
|
Chief Financial Officer and Secretary
|
Neal Fenzi
|
|
57
|
|
Executive Vice President of Engineering
|
(1)
|
Member of the audit committee
|
(2)
|
Member of the compensation committee
|
(3)
|
Member of the nominating and governance committee
|
•
|
appointing, overseeing, and if need be, terminating any independent auditor;
|
•
|
assessing the qualification, performance and independence of our independent auditor;
|
•
|
reviewing the audit plan and pre-approving all audit and non-audit services to be performed by our independent auditor;
|
•
|
reviewing our financial statements and related disclosures;
|
•
|
reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control and disclosure controls and procedures;
|
•
|
reviewing our overall risk management framework;
|
•
|
overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters;
|
•
|
reviewing and discussing with management and the independent auditor the results of our annual audit, reviews of our quarterly financial statements and our publicly filed reports;
|
•
|
reviewing and approving related person transactions; and
|
•
|
preparing the audit committee report that the SEC requires in our annual proxy statement.
|
•
|
reviewing the elements and amount of total compensation for all officers;
|
•
|
formulating and recommending any proposed changes in the compensation of our chief executive officer for approval by the board;
|
•
|
reviewing and approving any changes in the compensation for officers, other than our chief executive officer;
|
•
|
administering our equity compensation plans;
|
•
|
reviewing annually our overall compensation philosophy and objectives, including compensation program objectives, target pay positioning and equity compensation; and
|
•
|
preparing the compensation committee report that the SEC will require in our annual proxy statement.
|
•
|
evaluating and making recommendations regarding the composition, organization and governance of our board of directors and its committees;
|
•
|
identifying, recruiting and nominating director candidates to the board if and when necessary;
|
•
|
evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees;
|
•
|
reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and
|
•
|
reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the audit committee.
|
•
|
Longboard Capital Advisors, LLC filed a Form 4 on October 16, 2017, reporting late (i) the purchase by Blue Earth Fund, LP of 5,300 shares of common stock and warrants to purchase 5,300 shares of common stock, and (ii) the acquisition by Conrad Group Inc. Defined Benefit Plan of 5,300 shares of common stock and warrants to purchase 5,300 shares of common stock.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($) |
|
Stock Awards
($)(1)
|
|
Option Awards
($)(1)
|
|
Non-Equity Incentive Plan Compensation
($)(2)
|
|
All Other Compensation
($)(3) |
|
Total
($)
|
|||||||
Terry Lingren
(4)
|
|
2017
|
|
34,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,500
(5)
|
|
|
301,784
(6)
|
|
|
348,764
|
|
Former Chief Executive Officer
|
|
2016
|
|
300,000
|
|
|
30,000
|
|
|
—
|
|
|
40,600
|
|
|
—
|
|
|
13,970
|
|
|
384,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
George Holmes
(7)
|
|
2017
|
|
325,605
|
|
|
—
|
|
|
361,880
|
|
|
—
|
|
|
116,884
(8)
|
|
|
14,250
|
|
|
818,619
|
|
Chief Executive Officer
|
|
2016
|
|
238,269
|
|
|
100,000
(9)
|
|
|
1,011,120
|
|
|
—
|
|
|
—
|
|
|
5,138
|
|
|
1,354,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jeff Killian
(10)
|
|
2017
|
|
276,070
|
|
|
—
|
|
|
196,200
|
|
|
—
|
|
|
115,333
(11)
|
|
|
14,250
|
|
|
601,853
|
|
Chief Financial Officer and Secretary
|
|
2016
|
|
42,400
|
|
|
75,000
(12)
|
|
|
918,000
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
1,035,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert Hammond
|
|
2017
|
|
255,836
|
|
|
—
|
|
|
196,200
|
|
|
—
|
|
|
95,019
(13)
|
|
|
13,988
|
|
|
561,043
|
|
Chief Technology Officer
|
|
2016
|
|
243,710
|
|
|
24,371
|
|
|
—
|
|
|
34,800
|
|
|
—
|
|
|
13,653
|
|
|
316,534
|
|
(1)
|
These amounts represent the grant date fair value of the stock and stock option awards determined in accordance with ASC Topic 718. These amounts may not correspond to the actual value eventually realized by the officer, which depends in part on the market value of our common stock in future periods. Assumptions used in calculating these amounts are set forth in the Notes to Consolidated Financial Statements included in this annual report on Form 10-K for the year ended December 31, 2017.
|
(2)
|
Non-equity incentive plan compensation represents incentive bonuses earned pursuant to awards granted under an incentive bonus plan which permits the compensation committee of the board, as the administrator of such plan, to settle such awards in cash, stock, options, or a combination thereof.
|
(3)
|
All Other Compensation in 2017 included the following:
|
Name
|
|
Severance
|
Insurance Premiums
|
401(k) Matching Contributions
|
Total
|
||||||||
Terry Lingren
|
|
$
|
300,000
|
|
$
|
60
|
|
$
|
1,724
|
|
$
|
301,784
|
|
George Holmes
|
|
—
|
|
750
|
|
13,500
|
|
14,250
|
|
||||
Jeff Killian
|
|
—
|
|
750
|
|
13,500
|
|
14,250
|
|
||||
Robert Hammond
|
|
—
|
|
488
|
|
13,500
|
|
13,988
|
|
(4)
|
Mr. Lingren resigned as our Chief Executive Officer on January 9, 2017.
|
(5)
|
This amount was settled in cash.
|
(6)
|
This amount includes $300,000 paid to Mr. Lingren following his resignation as part of his severance arrangement with us.
|
(7)
|
Mr. Holmes’s employment with Resonant commenced on February 29, 2016, and he served as our President and Chief Commercial Officer during fiscal year 2016 and until his appointment as Chief Executive Officer on January 9, 2017.
|
(8)
|
This amount was settled by delivery of (i) $68,356.50 in cash, (ii) 2,397 restricted stock units, and (iii) 13,487 stock options.
|
(9)
|
Represents a signing bonus paid to Mr. Holmes upon the commencement of employment with Resonant. The signing bonus was applied against and reduced to zero the discretionary bonus Mr. Holmes otherwise would have received for fiscal year 2016. Mr. Holmes would have been required to repay the signing bonus in full if he voluntarily terminated his employment with Resonant other than for good reason prior to March 1, 2017.
|
(10)
|
Mr. Killian’s employment with Resonant commenced on October 24, 2016.
|
(11)
|
This amount was settled by delivery of (i) $62,594.50 in cash, (ii) 2,990 restricted stock units, and (iii) 13,990 stock options.
|
(12)
|
Represents a signing bonus paid to Mr. Killian upon the commencement of employment with Resonant. The signing bonus was applied against and reduced to zero the bonus Mr. Killian otherwise would have received for fiscal year 2017. Mr. Killian would have been required to repay the signing bonus in full if he voluntarily terminated his employment with Resonant other than for good reason prior to October 24, 2017.
|
(13)
|
This amount was settled by delivery of (i) $48,342 in cash, (ii) 2,439 restricted stock units, and (iii) 12,769 stock options.
|
Executive
|
|
2016 Annual Base Salary
|
2017 Annual Base Salary
|
||||
Terry Lingren
(1)
|
|
$
|
300,000
|
|
$
|
—
|
|
George Holmes
(2)
|
|
$
|
295,000
|
|
$
|
325,605
|
|
Jeff Killian
(3)
|
|
$
|
275,000
|
|
$
|
276,070
|
|
Robert Hammond
|
|
$
|
250,000
|
|
$
|
255,836
|
|
(1)
|
Mr. Lingren resigned as our Chief Executive Officer on January 9, 2017.
|
(2)
|
Mr. Holmes’s employment with Resonant commenced on February 29, 2016.
|
(3)
|
Mr. Killian’s employment with Resonant commenced on October 24, 2016.
|
Executive
|
|
First Quarter
(1)
|
|
Second Quarter
(2)
|
|
Third Quarter
(3)
|
|
Fourth Quarter
(4)
|
|
Fiscal Year
(4)
|
|
Total 2017 Bonus
|
||||||
Terry Lingren
(5)
|
|
12,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
George Holmes
|
|
23,207
|
|
|
15,727
|
|
|
21,197
|
|
|
29,402
|
|
|
27,351
|
|
|
116,884
|
|
Jeff Killian
|
|
28,951
|
|
|
17,972
|
|
|
20,291
|
|
|
24,929
|
|
|
23,190
|
|
|
115,333
|
|
Robert Hammond
|
|
23,618
|
|
|
18,643
|
|
|
16,225
|
|
|
15,043
|
|
|
21,490
|
|
|
95,019
|
|
(1)
|
Payable 50% in cash and 50% in restricted stock units, except for Mr. Lingren who received 100% in cash, with the number of restricted stock units determined by dividing the total dollar amount of the bonus to be paid in restricted stock units by the closing sales price of the Corporation’s common stock on the date of approval. The restricted stock units vested in full on May 16, 2017.
|
(2)
|
Payable 100% in stock options, with the number of stock options determined by dividing the total dollar amount of the bonus to be paid in stock options by the closing sales price of the Corporation’s common stock on the date of approval, and multiplying the result by 1.67. The stock options have a term of 10 years and vested in full on August 16, 2017.
|
(3)
|
Payable 100% in stock options, with the number of stock options determined by dividing the total dollar amount of the bonus to be paid in stock options by the closing sales price of the Corporation’s common stock on the date of approval, and multiplying the result by 1.67. The stock options have a term of 10 years and vested in full on November 16, 2017.
|
(4)
|
Payable 100% in cash.
|
(5)
|
Mr. Lingren, whose employment with us terminated on January 9, 2017, received a pro-rated bonus based on the portion of the quarter during which he was employed.
|
Executive
|
|
RSUs (#)(1)
|
|
George Holmes
|
|
83,000
|
|
Jeff Killian
|
|
45,000
|
|
Robert Hammond
|
|
45,000
|
|
(1)
|
The RSUs vest in four equal annual installments on December 1, 2017, 2018, 2019 and 2020.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
Option Exercise Price per Share ($)
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
(1)
($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested
(#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested
(1)
($)
|
George Holmes
|
|
2/29/2016
|
|
—
|
—
|
—
|
—
|
|
108,000
(2)
|
806,760
|
—
|
—
|
|
|
4/25/2016
|
|
—
|
—
|
—
|
—
|
|
31,669
(3)
|
236,567
|
—
|
—
|
|
|
8/8/2016
|
|
—
|
—
|
—
|
—
|
|
—
|
—
|
250,000
(4)
|
1,867,500
|
|
|
10/4/2016
|
|
—
|
—
|
—
|
—
|
|
29,952
(5)
|
223,741
|
—
|
—
|
|
|
2/2/2017
|
|
—
|
—
|
—
|
—
|
|
62,250
(6)
|
465,007
|
—
|
—
|
|
|
8/7/2017
|
|
5,824
(7)
|
—
|
4.51
|
8/7/2027
|
|
—
|
—
|
—
|
—
|
|
|
11/6/2017
|
|
7,663
(8)
|
—
|
4.62
|
11/6/2027
|
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeff Killian
|
|
10/24/2016
|
|
—
|
—
|
—
|
—
|
|
150,000
(9)
|
1,120,500
|
—
|
—
|
|
|
2/2/2017
|
|
—
|
—
|
—
|
—
|
|
33,750
(6)
|
252,113
|
—
|
—
|
|
|
8/7/2017
|
|
6,655
(7)
|
—
|
4.51
|
8/7/2027
|
|
—
|
—
|
—
|
—
|
|
|
11/6/2017
|
|
7,335
(8)
|
—
|
4.62
|
11/6/2027
|
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Hammond
|
|
12/4/2014
|
|
—
|
—
|
—
|
—
|
|
14,692
(10)
|
109,749
|
—
|
—
|
|
|
2/5/2016
|
|
13,125
(11)
|
16,875
(11)
|
1.95
|
2/5/2026
|
|
—
|
—
|
—
|
—
|
|
|
2/2/2017
|
|
24,513
(12)
|
—
|
4.36
|
2/2/2027
|
|
33,750
(6)
|
252,113
|
—
|
—
|
|
|
8/7/2017
|
|
6,904
(7)
|
—
|
4.51
|
8/7/2027
|
|
—
|
—
|
—
|
—
|
|
|
11/6/2017
|
|
5,865
(8)
|
—
|
4.62
|
11/6/2027
|
|
—
|
—
|
—
|
—
|
Director
|
|
Fees Earned
or Paid in Cash
|
|
Stock
Awards
(1)(2)(3)
|
|
All Other Compensation
|
|
Total
|
|||||||||
Janet Cooper
|
|
$
|
50,000
|
|
|
$
|
49,996
|
|
|
$
|
—
|
|
|
$
|
99,996
|
|
|
Michael Fox
|
|
$
|
50,000
|
|
|
$
|
49,996
|
|
|
$
|
—
|
|
|
$
|
99,996
|
|
|
Thomas Joseph
|
|
$
|
50,000
|
|
|
$
|
49,996
|
|
|
$
|
25,693
|
|
(4
|
)
|
$
|
125,689
|
|
Richard Kornfeld
|
|
$
|
50,000
|
|
|
$
|
49,996
|
|
|
$
|
—
|
|
|
$
|
99,996
|
|
|
John Major
|
|
$
|
75,000
|
|
|
$
|
74,992
|
|
|
$
|
—
|
|
|
$
|
149,992
|
|
|
Jean Rankin
|
|
$
|
12,500
|
|
|
$
|
105,360
|
|
|
$
|
—
|
|
|
$
|
117,860
|
|
(1)
|
Represents awards of restricted stock units, each of which entitles the director to receive one share of our common stock at the time of vesting, without the payment of an exercise price or other cash consideration.
|
(2)
|
These amounts represent the grant date fair value of the stock awards granted in fiscal year 2017 determined in accordance with ASC Topic 718. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our common stock in future periods. Assumptions used in calculating these amounts are set forth in the Notes to Consolidated Financial Statements included in this annual report on Form 10-K for the year ended December 31, 2017.
|
(3)
|
On June 6, 2017, upon their reelection to the board, each of Ms. Cooper, Messrs. Kornfeld and Fox and Dr. Joseph received an award of restricted stock units for 11,627 shares of our common stock, and Mr. Major received an award of restricted stock units for 17,440 shares of our common stock, which awards vest and settle 50% on the earlier of the day prior to the first annual meeting of stockholders following the grant and June 6, 2018, and 50% on the earlier of the day prior to the second annual meeting of stockholders following the grant and June 6, 2019. On July 5, 2017, in connection with her initial appointment to the board, Ms. Rankin received an award of restricted stock units for 24,000 shares of our common stock, which award vests and settles 50% on each of July 3, 2018 and July 3, 2019. As of December 31, 2017, the non-employee directors held restricted stock units for the following number of shares of our common stock: Ms. Cooper - 17,594; Mr. Fox - 29,594; Dr. Joseph - 17,594; Mr. Kornfeld - 17,594; Mr. Major - 26,390; and Ms. Rankin - 24,000. Restricted stock units generally vest in two installments of 50% each on the first and second anniversaries of the date of grant.
|
(4)
|
Consists of fees for consulting services provided by Dr. Joseph during fiscal year 2017.
|
•
|
each of our named executive officers;
|
•
|
each of our directors;
|
•
|
all of our executive officers and directors as a group; and
|
•
|
each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.
|
|
|
Common Stock Beneficially Owned
|
||||
Name of Beneficial Owner
|
|
Number
|
|
Percentage
|
||
Named Executive Officers and Directors:
|
|
|
|
|
||
Terry Lingren
(1)
|
|
488,235
|
|
|
2.5
|
%
|
George Holmes
(2)
|
|
281,574
|
|
|
1.4
|
%
|
Jeff Killian
(3)
|
|
72,940
|
|
|
*
|
|
Robert Hammond
(4)
|
|
502,974
|
|
|
2.5
|
%
|
Janet Cooper
(5)
|
|
57,561
|
|
|
*
|
|
Michael Fox
(6)
|
|
1,421,367
|
|
|
7.0
|
%
|
Thomas Joseph
(7)
|
|
29,967
|
|
|
*
|
|
Richard Kornfeld
(8)
|
|
82,561
|
|
|
*
|
|
John Major
(9)
|
|
139,071
|
|
|
*
|
|
Jean Rankin
|
|
—
|
|
|
*
|
|
All executive officers and directors as a group (10 persons)
(10)
|
|
3,076,250
|
|
|
15
|
%
|
|
|
|
|
|
||
Other 5% Stockholders:
|
|
|
|
|
||
Peter A. Appel
(11)
|
|
1,930,094
|
|
|
9.7
|
%
|
Park City Capital Offshore Master, Ltd
(12)
|
|
1,370,000
|
|
|
6.8
|
%
|
Longboard Capital Advisors, LLC
(13)
|
|
4,229,259
|
|
|
21.2
|
%
|
(1)
|
Consists of (i) 483,235 shares of common stock and (ii) 5,000 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable.
|
(2)
|
Consists of (i) 203,247 shares of common stock, (ii) 8,300 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable, (iii) 13,487 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of February 26, 2018, and (iv) 42,405 shares of common stock that may be acquired from us upon vesting of restricted stock units within 60 days of February 26, 2018.
|
(3)
|
Consists of (i) 46,450 shares of common stock, (ii) 13,990 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of February 26, 2018, and (iii) 12,500 shares of common stock that may be acquired from us upon vesting of restricted stock units within 60 days of February 26, 2018.
|
(4)
|
Consists of (i) 443,817 shares of common stock, (ii) 5,000 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable, and (iii) 54,157 shares of common stock that may be acquired from us upon exercise of stock options that are exercisable within 60 days of February 26, 2018.
|
(5)
|
Consists of 57,561 shares of common stock.
|
(6)
|
Consists of (i) 40,667 shares of common stock, (ii) 10,700 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable, (iii) 1,035,000 shares of common stock owned by Park City Capital Offshore Master Ltd., and (iv) 335,000 shares of common stock that may be acquired by Park City Capital Offshore Master Ltd. from us upon exercise of warrants that currently are exercisable. Michael Fox, the managing member of Park City Capital, LLC, the investment manager of Park City Capital Offshore Master Ltd., has voting and dispositive power with respect to securities owned by Park City Capital Offshore Master Ltd.
|
(7)
|
Consists of 29,967 shares of common stock.
|
(8)
|
Consists of (i) 62,561 shares of common stock and (ii) 20,000 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable.
|
(9)
|
Consists of (i) 105,571 shares of common stock and (ii) 33,500 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable.
|
(10)
|
Consists of (i) 2,508,076 shares of common stock, (ii) 417,500 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable, (iii) 81,634 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of February 26, 2018, and (iv) 69,040 shares of common stock issuable pursuant to restricted stock units that are subject to vesting conditions expected to occur within 60 days of February 26, 2018.
|
(11)
|
Consists of (i) 335,000 shares of common stock, (ii) 335,000 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable, and (iii) 1,260,094 shares of common stock owned by Lone Wolf Holdings, LLC. Peter Appel exercises voting and investment authority over the shares held by Lone Wolf Holdings, LLC. The address for Mr. Appel is 77 Oregon Road, Bedford Corners, NY 10549.
|
(12)
|
Consists of (i) 1,035,000 shares of common stock and (ii) 335,000 shares of common stock that may be acquired from us upon exercise of warrants that currently are exercisable. Michael Fox has voting and dispositive power with respect to these securities. The address for Park City Capital, LLC is 100 Crescent Court, Suite 700, Dallas, TX 75201.
|
(13)
|
Based on information set forth in a Schedule 13D/A filed with the SEC on February 5, 2018 by Longboard Capital Advisors, LLC (“Longboard”) and Brett Conrad. Consists of shares of common stock owned by Blue Earth Fund, LP, Grayboard Investments, Ltd, Ptarmagin, LLC and Conrad Group Inc. Defined Benefit Plan (the “Longboard Entities”). Longboard, with Brett Conrad as its sole managing member, is the investment manager of the Longboard Entities or separate investment accounts or plans maintained by the Longboard Entities, and thus Longboard and Mr. Conrad possess the power to vote and/or dispose or direct the disposition of all shares owned by the Longboard Entities. The address for Longboard is 1312 Cedar Street, Santa Monica, California 90405.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(a)
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(b)(1)
|
Number of Securities Remaining
Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)
|
||||
Equity compensation plans approved by security holders
(2)
|
2,249,679
|
|
$
|
4.87
|
|
2,863,546
|
|
Equity compensation plans not approved by security holders
|
309,669
|
|
--
|
|
--
|
|
|
Total
|
2,559,348
|
|
$
|
4.87
|
|
2,863,546
|
|
(1)
|
The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account restricted stock units, which have no exercise price.
|
(2)
|
Consists of the Amended and Restated 2014 Omnibus Incentive Plan, as amended.
|
•
|
We granted to George B. Holmes an inducement award of restricted stock units for 216,000 shares of common stock on February 29, 2016, which restricted stock unit award vested 27,000 shares on the date of grant and on each of July 1, 2016, October 1, 2016 and January 1, 2017, 9,000 shares vested on April 1, 2017, and 9,000 shares will vest on the first business day of each subsequent calendar quarter, commencing July 1, 2017, until fully vested. As of December 31, 2017, 108,000 shares remained reserved for issuance pursuant to this award.
|
•
|
We granted to George B. Holmes an inducement award of restricted stock units for 63,337 shares of common stock on April 25, 2016, which restricted stock unit award vested 7,917 shares on the date of grant and on each of July 1, 2016, October 1, 2016 and January 1, 2017, 2,639 shares vested on April 1, 2017, and 2,639 shares will vest on the first business day of each subsequent calendar quarter, commencing July 1, 2017, until fully vested. As of December 31, 2017, 31,669 shares remained reserved for issuance pursuant to this award.
|
•
|
We granted to Jeff Killian an inducement award of restricted stock units for 200,000 shares of common stock on October 24, 2016, which restricted stock unit award vested 12,500 shares on January 2, 2017, and 12,500 shares will vest on the first business day of each subsequent calendar quarter, commencing April 1, 2017, until fully vested. As of December 31, 2017, 150,000 shares remained reserved for issuance pursuant to this award.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or their immediate family members, had or will have a direct or indirect material interest.
|
|
2017
|
|
2016
|
||||
Audit Fees (1)
|
$
|
192,013
|
|
|
$
|
210,846
|
|
Audit-Related Fees (2)
|
36,798
|
|
|
106,000
|
|
||
Tax Fees (3)
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total Fees
|
$
|
228,811
|
|
|
$
|
316,846
|
|
(1)
|
“Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our From 10-K for the years ended December 31, 2016 and 2017, review of our quarterly financial statements presented in our quarterly reports during 2016 and 2017, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(2)
|
“Audit-Related Fees” consist of fees for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements. Audit-related fees also consisted of fees for professional services rendered in connection with the registration of shares pursuant to our registration statements on Form S-3 and Form S-8 that we filed with the SEC during the fiscal year.
|
(3)
|
“Tax Fees” consist of professional services rendered in connection with tax audits, tax compliance, and tax consulting and planning.
|
•
|
Audit services
. Audit services include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to form an opinion on our consolidated financial statements. Audit services also include, as necessary, the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.
|
•
|
Audit-related services
. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor.
|
•
|
Tax Services
. Tax services include services related to tax compliance, tax planning and tax advice.
|
•
|
All Other Services
. All other services are those services not described in the other categories that are not prohibited by SEC rules.
|
1.
|
Consolidated Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
2.1
|
|
|
8-K
|
|
001-36467
|
|
2.1
|
|
7/8/2016
|
|
|
|
3.1
|
|
|
8-K
|
|
001-36467
|
|
3.1
|
|
6/5/2014
|
|
|
|
3.2
|
|
|
8-K
|
|
001-36467
|
|
3.2
|
|
6/5/2014
|
|
|
|
4.1
|
|
|
S-1/A
|
|
333-193552
|
|
4.1
|
|
4/11/2014
|
|
|
|
4.2
|
|
|
S-1/A
|
|
333-193552
|
|
4.2
|
|
5/16/2014
|
|
|
|
4.3
|
|
|
8-K
|
|
001-36467
|
|
10.3
|
|
4/26/2016
|
|
|
|
4.4
|
|
|
8-K
|
|
001-36467
|
|
10.4
|
|
4/26/2016
|
|
|
|
4.5
|
|
|
8-K
|
|
001-36467
|
|
4.1
|
|
9/9/2016
|
|
|
|
4.6
|
|
|
S-1
|
|
333-193552
|
|
10.25
|
|
1/24/2014
|
|
|
|
4.7
|
|
|
S-1
|
|
333-193552
|
|
10.26
|
|
1/24/2014
|
|
|
|
4.8
|
|
|
10-K
|
|
001-36467
|
|
10.40
|
|
3/27/2015
|
|
|
|
4.9
|
|
|
8-K
|
|
001-36467
|
|
10.3
|
|
2/24/2017
|
|
|
|
4.10
|
|
|
8-K
|
|
001-36467
|
|
10.3
|
|
9/29/2017
|
|
|
|
4.11
|
|
|
8-K
|
|
001-36467
|
|
10.4
|
|
9/29/2017
|
|
|
|
4.12
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
10/3/2017
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
10.1*
|
|
|
S-1
|
|
333-193552
|
|
10.1
|
|
1/24/2014
|
|
|
|
10.2.1*
|
|
|
S-1/A
|
|
333-193552
|
|
10.2
|
|
4/11/2014
|
|
|
|
10.2.2*
|
|
|
S-8
|
|
333-211893
|
|
10.1
|
|
6/7/2016
|
|
|
|
10.2.3*
|
|
|
S-8
|
|
333-218542
|
|
10.3
|
|
6/7/2017
|
|
|
|
10.3*
|
|
|
S-1
|
|
333-193552
|
|
10.4
|
|
1/24/2014
|
|
|
|
10.4*
|
|
|
S-1
|
|
333-193552
|
|
10.5
|
|
1/24/2014
|
|
|
|
10.5*
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
3/4/2016
|
|
|
|
10.6*
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
10/12/2016
|
|
|
|
10.7*
|
|
|
10-K
|
|
001-36467
|
|
10.41
|
|
3/27/2015
|
|
|
|
10.8*
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
3/4/2016
|
|
|
|
10.9*
|
|
|
S-8
|
|
333-211894
|
|
10.2
|
|
6/7/2016
|
|
|
|
10.10*
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
8/12/2016
|
|
|
|
10.11*
|
|
|
S-8
|
|
333-214571
|
|
10.1
|
|
11/10/2016
|
|
|
|
10.12*
|
|
|
10-K
|
|
001-36467
|
|
10.6
|
|
3/25/2016
|
|
|
|
10.13*
|
|
|
10-Q
|
|
001-36467
|
|
10.1
|
|
11/10/2016
|
|
|
|
10.14*
|
|
|
10-Q
|
|
001-36467
|
|
10.2
|
|
11/10/2016
|
|
|
|
10.15.1
|
|
|
S-1
|
|
333-193552
|
|
10.33
|
|
1/24/2014
|
|
|
|
10.15.2
|
|
|
10-K
|
|
001-36467
|
|
10.33.2
|
|
3/27/2015
|
|
|
|
10.15.3
|
|
|
10-K
|
|
001-36467
|
|
10.33.3
|
|
3/27/2015
|
|
|
|
10.15.4
|
|
|
10-K
|
|
001-36467
|
|
10.15.4
|
|
3/30/2017
|
|
|
|
10.15.5
|
|
|
10-K
|
|
001-36467
|
|
10.15.5
|
|
3/30/2017
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
10.16
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
1/6/2017
|
|
|
|
10.17
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
4/26/2016
|
|
|
|
10.18
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
4/26/2016
|
|
|
|
10.19
|
|
|
S-1
|
|
333-193552
|
|
10.23
|
|
1/24/2014
|
|
|
|
10.20
|
|
|
S-1
|
|
333-193552
|
|
10.24
|
|
1/24/2014
|
|
|
|
10.21
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
2/24/2017
|
|
|
|
10.22
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
2/24/2017
|
|
|
|
10.23
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
9/29/2017
|
|
|
|
10.24
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
9/29/2017
|
|
|
|
10.25
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
12/26/2017
|
|
|
|
10.26*
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
12/26/2017
|
|
|
|
21.1
|
|
|
10-K
|
|
001-36467
|
|
21.1
|
|
3/30/2017
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
24.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
32.1#
|
|
|
|
|
|
|
|
|
|
|
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
|
Dated:
|
February 27, 2018
|
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
|
|
February 27, 2018
|
George B. Holmes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jeff A. Killian
|
|
Chief Financial Officer
|
|
February 27, 2018
|
Jeff A. Killian
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert B. Hammond
|
|
Chief Technology Officer and Director
|
|
February 27, 2018
|
Robert B. Hammond
|
|
|
|
|
|
|
|
|
|
/s/ John E. Major
|
|
Chairman of the Board of Directors
|
|
February 27, 2018
|
John E. Major
|
|
|
|
|
|
|
|
|
|
/s/ Janet K. Cooper
|
|
Director
|
|
February 27, 2018
|
Janet K. Cooper
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Fox
|
|
Director
|
|
February 27, 2018
|
Michael J. Fox
|
|
|
|
|
|
|
|
|
|
/s/ Thomas R. Joseph
|
|
Director
|
|
February 27, 2018
|
Thomas R. Joseph
|
|
|
|
|
|
|
|
|
|
/s/ Rick Kornfeld
|
|
Director
|
|
February 27, 2018
|
Rick Kornfeld
|
|
|
|
|
|
|
|
|
|
/s/ Jean Rankin
|
|
Director
|
|
February 27, 2018
|
Jean Rankin
|
|
|
|
|
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: February 27, 2018
|
/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: February 27, 2018
|
/s/ Jeff A. Killian
|
|
Jeff A. Killian
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Date: February 27, 2018
|
/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)
|