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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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.) |
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
x
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Emerging growth company
x
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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Exhibit Description
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Form
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File Number
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Exhibit
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Filing Date
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2.1
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8-K
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001-36467
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2.1
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7/8/2016
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3.1
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8-K
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001-36467
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3.1
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6/5/2014
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3.2
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8-K
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001-36467
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3.2
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6/5/2014
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4.1
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S-1/A
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333-193552
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4.1
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4/11/2014
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4.2
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S-1/A
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333-193552
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4.2
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5/16/2014
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4.3
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8-K
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001-36467
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10.3
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4/26/2016
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4.4
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8-K
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001-36467
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10.4
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4/26/2016
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4.5
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8-K
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001-36467
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4.1
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9/9/2016
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4.6
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S-1
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333-193552
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10.25
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1/24/2014
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4.7
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S-1
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333-193552
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10.26
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1/24/2014
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4.8
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10-K
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001-36467
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10.40
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3/27/2015
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4.9
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8-K
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001-36467
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10.3
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2/24/2017
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4.10
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8-K
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001-36467
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10.3
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9/29/2017
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4.11
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8-K
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001-36467
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10.4
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9/29/2017
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4.12
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8-K
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001-36467
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10.1
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10/3/2017
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10.1*
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S-1
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333-193552
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10.1
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1/24/2014
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10.2.1*
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S-1/A
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333-193552
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10.2
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4/11/2014
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10.2.2*
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S-8
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333-211893
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10.1
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6/7/2016
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10.2.3*
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S-8
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333-218542
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10.3
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6/7/2017
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10.3*
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S-1
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333-193552
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10.4
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1/24/2014
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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Exhibit Description
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Form
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File Number
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Exhibit
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Filing Date
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10.4*
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S-1
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333-193552
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10.5
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1/24/2014
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10.5*
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8-K
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001-36467
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10.1
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3/4/2016
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10.6*
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8-K
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001-36467
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10.1
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10/12/2016
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10.7*
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10-K
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001-36467
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10.41
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3/27/2015
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10.8*
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8-K
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001-36467
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10.2
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3/4/2016
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10.9*
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S-8
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333-211894
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10.2
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6/7/2016
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10.10*
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8-K
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001-36467
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10.1
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8/12/2016
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10.11*
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S-8
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333-214571
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10.1
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11/10/2016
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10.12*
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10-K
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001-36467
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10.6
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3/25/2016
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10.13*
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10-Q
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001-36467
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10.1
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11/10/2016
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10.14*
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10-Q
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001-36467
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10.2
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11/10/2016
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10.15.1
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S-1
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333-193552
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10.33
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1/24/2014
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10.15.2
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10-K
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001-36467
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10.33.2
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3/27/2015
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10.15.3
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10-K
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001-36467
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10.33.3
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3/27/2015
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10.15.4
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10-K
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001-36467
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10.15.4
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3/30/2017
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10.15.5
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10-K
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001-36467
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10.15.5
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3/30/2017
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10.16
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8-K
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001-36467
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10.1
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1/6/2017
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10.17
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8-K
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001-36467
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10.1
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4/26/2016
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10.18
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8-K
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001-36467
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10.2
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4/26/2016
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10.19
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S-1
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333-193552
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10.23
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1/24/2014
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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Exhibit Description
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Form
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File Number
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Exhibit
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Filing Date
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10.20
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S-1
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333-193552
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10.24
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1/24/2014
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10.21
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8-K
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001-36467
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10.1
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2/24/2017
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10.22
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8-K
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001-36467
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10.2
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2/24/2017
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10.23
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8-K
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001-36467
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10.1
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9/29/2017
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10.24
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8-K
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001-36467
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10.2
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9/29/2017
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10.25
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8-K
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001-36467
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10.1
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12/26/2017
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10.26*
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8-K
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001-36467
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10.2
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12/26/2017
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21.1
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10-K
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001-36467
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21.1
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3/30/2017
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23.1
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X
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24.1
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10-K
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001-36467
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24.1
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2/28/2018
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31.1
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X
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31.2
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X
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32.1#
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10-K
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001-36467
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32.1
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2/28/2018
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101.INS
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XBRL Instance Document
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10-K
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001-36467
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101.INS
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2/28/2018
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101.SCH
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XBRL Taxonomy Extension Schema Document
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10-K
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001-36467
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101.SCH
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2/28/2018
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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10-K
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001-36467
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101.CAL
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2/28/2018
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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10-K
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001-36467
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101.DEF
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2/28/2018
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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10-K
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001-36467
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101.LAB
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2/28/2018
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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10-K
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001-36467
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101.PRE
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2/28/2018
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*
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Each a management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.
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#
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The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Resonant Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Dated: March 16, 2018
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Resonant Inc.
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By:
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/s/ Jeff Killian
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Jeff Killian
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Chief Financial Officer
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(Principal Financial Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Resonant Inc.;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: March 16, 2018
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/s/ George B. Holmes
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George B. Holmes
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Resonant Inc.;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: March 16, 2018
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/s/ Jeff A. Killian
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Jeff A. Killian
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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