☒
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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45-4320930
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if smaller reporting company)
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Smaller reporting company
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ý
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Emerging growth company
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ý
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Page No.
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Three Months Ended
March 31, |
||||||
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2017
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2018
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||||
REVENUES
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$
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156,000
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|
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$
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157,000
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||||
OPERATING EXPENSES
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Research and development
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2,240,000
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3,254,000
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General and administrative
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2,844,000
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2,665,000
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TOTAL OPERATING EXPENSES
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5,084,000
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5,919,000
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NET OPERATING LOSS
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(4,928,000
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)
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(5,762,000
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)
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OTHER INCOME, NET
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Interest and investment income
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9,000
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48,000
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Other expense
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—
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(2,000
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)
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TOTAL OTHER INCOME, NET
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9,000
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46,000
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LOSS BEFORE INCOME TAXES
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(4,919,000
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)
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(5,716,000
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)
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Benefit from income taxes
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(25,000
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)
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—
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NET LOSS
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$
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(4,894,000
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)
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$
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(5,716,000
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)
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Foreign currency translation adjustment, net of tax
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18,000
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(21,000
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)
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COMPREHENSIVE LOSS
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$
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(4,876,000
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)
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$
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(5,737,000
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)
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NET LOSS PER SHARE - BASIC AND DILUTED
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$
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(0.37
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)
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$
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(0.28
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)
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Weighted average shares outstanding — basic and diluted
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13,393,190
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20,176,372
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Common Stock
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Accumulated Other Comprehensive Income (Loss)
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Total
Stockholders’
Equity
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|||||||||||||
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Shares
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Amount
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||||||||||||||||
Balance, January 1, 2018
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19,511,276
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$
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20,000
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$
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88,447,000
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$
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(67,812,000
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)
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$
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(7,000
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)
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$
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20,648,000
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Cumulative effect due to adoption of new accounting standard, net of taxes
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—
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—
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—
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64,000
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—
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64,000
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Vesting of restricted stock units
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184,818
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—
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—
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—
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—
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—
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|||||
Stock-based compensation
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—
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—
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1,108,000
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—
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—
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1,108,000
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|||||
Sales of common stock, net of offering costs
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5,714,286
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6,000
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18,375,000
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—
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—
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18,381,000
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|||||
Exercise of warrants
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15,000
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—
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43,000
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—
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—
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43,000
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Common stock issued in exchange for warrants
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242,913
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—
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—
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—
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—
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—
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Net loss
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—
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—
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—
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(5,716,000
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)
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—
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(5,716,000
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)
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Foreign currency translation adjustments, net of tax
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—
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—
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—
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—
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21,000
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21,000
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Balance, March 31, 2018
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25,668,293
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$
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26,000
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$
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107,973,000
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$
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(73,464,000
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)
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$
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14,000
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$
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34,549,000
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Three months ended March 31,
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2017
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2018
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net Loss
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$
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(4,894,000
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)
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$
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(5,716,000
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation and amortization
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188,000
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195,000
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Deferred tax benefit
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(26,000
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)
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—
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Stock-based compensation
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693,000
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963,000
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Non-cash patent write-off
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—
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8,000
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Changes in assets and liabilities:
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Accounts receivable
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11,000
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(95,000
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)
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Prepaids and other current assets
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(63,000
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)
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80,000
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Restricted cash
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—
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(100,000
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)
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Other assets
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(14,000
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)
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—
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Accounts payable
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123,000
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403,000
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Accrued expenses
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43,000
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(79,000
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)
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Accrued salaries and payroll related expenses
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(8,000
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)
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(526,000
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)
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Customer deposits
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—
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130,000
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Deferred revenue
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(36,000
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)
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—
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Deferred taxes
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(7,000
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)
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3,000
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Deferred rent
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—
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(3,000
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)
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Net cash used in operating activities
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(3,990,000
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)
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(4,737,000
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)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchases of property and equipment
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(233,000
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)
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(519,000
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)
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Expenditures for patents and domain names
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(125,000
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)
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(43,000
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)
|
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Redemption of investments held-to-maturity
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4,747,000
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—
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Purchase of investments held-to-maturity
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—
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(24,985,000
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)
|
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Net cash provided by (used in) investing activities
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4,389,000
|
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(25,547,000
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)
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CASH FLOWS FROM FINANCING ACTIVITIES
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|
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Net proceeds from the sale of common stock from private placement offering
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7,471,000
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|
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—
|
|
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Net proceeds from the sale of common stock from underwritten public offering
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—
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18,381,000
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Proceeds from exercise of warrants
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—
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43,000
|
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Net cash provided by financing activities
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7,471,000
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18,424,000
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Effects of exchange rates on cash, cash equivalents and restricted cash
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3,000
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3,000
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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7,873,000
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(11,857,000
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)
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
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5,184,000
|
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19,624,000
|
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
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$
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13,057,000
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$
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7,767,000
|
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
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Taxes Paid
|
$
|
1,000
|
|
|
$
|
3,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
|
|
|
|
||||
Issuance of common stock in settlement of liability
|
$
|
119,000
|
|
|
$
|
—
|
|
Stock options issued in settlement of liability
|
$
|
332,000
|
|
|
$
|
—
|
|
Restricted stock units issued in settlement of liability
|
$
|
—
|
|
|
$
|
436,000
|
|
Prepaids included in accounts payable
|
$
|
43,000
|
|
|
$
|
—
|
|
Property and equipment included in accounts payable
|
$
|
3,000
|
|
|
$
|
8,000
|
|
Patents included in accounts payable
|
$
|
36,000
|
|
|
$
|
35,000
|
|
|
Three months ended March 31,
|
||||||
|
2017
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
12,957,000
|
|
|
$
|
7,767,000
|
|
Restricted cash
|
100,000
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
13,057,000
|
|
|
$
|
7,767,000
|
|
|
Three Months Ended March 31,
|
||||
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2017
|
|
2018
|
||
Common stock warrants
|
4,491,568
|
|
|
3,465,256
|
|
Common stock options
|
904,798
|
|
|
1,080,152
|
|
Non-vested restricted stock unit awards
|
1,401,903
|
|
|
1,555,769
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
6,798,269
|
|
|
6,101,177
|
|
BALANCE SHEET
|
Balance at December 31, 2017
|
Adjustments Due to ASC 606
|
Balance at January 1, 2018
|
||||||
ASSETS
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
536,000
|
|
$
|
67,000
|
|
$
|
603,000
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||||
Deferred Revenue, current
|
$
|
143,000
|
|
$
|
(3,000
|
)
|
$
|
140,000
|
|
Retained Earnings
|
$
|
(67,812,000
|
)
|
$
|
64,000
|
|
$
|
(67,748,000
|
)
|
|
March 31, 2018
|
||||||||
|
As Reported
|
Balances Without Adoption of ASC 606
|
Effect of Change Increase/(Decrease)
|
||||||
BALANCE SHEET
|
|
|
|
||||||
ASSETS
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
523,000
|
|
$
|
496,000
|
|
$
|
27,000
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||||
Deferred revenue, current
|
$
|
148,000
|
|
$
|
137,000
|
|
$
|
11,000
|
|
Accumulated deficit
|
$
|
(73,464,000
|
)
|
$
|
(73,480,000
|
)
|
$
|
16,000
|
|
|
March 31, 2018
|
||||||||
|
As Reported
|
Activity Without Adoption of ASC 606
|
Effect of Change Increase/(Decrease)
|
||||||
STATEMENT OF COMPREHENSIVE LOSS
|
|
|
|
||||||
Revenue
|
$
|
157,000
|
|
$
|
205,000
|
|
$
|
(48,000
|
)
|
Net loss
|
$
|
(5,716,000
|
)
|
$
|
(5,668,000
|
)
|
$
|
48,000
|
|
Contract asset
|
|
||
Contract asset, January 1, 2018
|
$
|
67,000
|
|
Contract assets at beginning of year transferred to accounts receivable
|
(42,000
|
)
|
|
Contract assets recorded on contracts during the period
|
2,000
|
|
|
Contract asset, March 31, 2018
|
$
|
27,000
|
|
|
|
||
Contract liability
|
|
||
Contract liability, January 1, 2018
|
$
|
140,000
|
|
Recognition of revenue included in beginning of year contract liability
|
(72,000
|
)
|
|
Contract liability, net of revenue recognized on contracts during the period
|
208,000
|
|
|
Foreign currency translation
|
2,000
|
|
|
Contract liability, March 31, 2018
|
$
|
278,000
|
|
|
Three Months Ended
March 31,2018 |
||
Revenue by geographic region:
|
|
||
United States
|
$
|
137,000
|
|
Switzerland
|
20,000
|
|
|
Total revenue
|
$
|
157,000
|
|
|
|
||
Revenue by source:
|
|
||
Design services
|
$
|
107,000
|
|
Royalties
|
50,000
|
|
|
Total revenue
|
$
|
157,000
|
|
|
Issued and
Outstanding
Warrants as of
January 1, 2017
|
|
Warrants
Issued
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of March 31, 2017
|
||||
Bridge Warrants
|
249,999
|
|
|
—
|
|
|
—
|
|
|
249,999
|
|
Consulting Warrants
|
98,000
|
|
|
—
|
|
|
(41,889
|
)
|
(1)
|
56,111
|
|
Financing Warrants
|
78,186
|
|
|
—
|
|
|
—
|
|
|
78,186
|
|
Underwriting Warrants
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
48,000
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
Private Placement Warrants - 2016
|
1,995,124
|
|
|
—
|
|
|
(9,000
|
)
|
(2)
|
1,986,124
|
|
Underwriting Warrants- Public Offering 2016
|
135,750
|
|
|
—
|
|
|
|
|
|
135,750
|
|
Private Placement Warrants - February 2017
|
—
|
|
|
1,626,898
|
|
|
|
|
|
1,626,898
|
|
|
2,915,559
|
|
|
1,626,898
|
|
|
(50,889
|
)
|
|
4,491,568
|
|
|
Issued and
Outstanding
Warrants as of
January 1, 2018
|
|
Warrants
Issued
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of March 31, 2018
|
||||
Bridge Warrants
|
249,999
|
|
|
—
|
|
|
(249,999
|
)
|
(1)
|
—
|
|
Consulting Warrants
|
12,223
|
|
|
—
|
|
|
—
|
|
|
12,223
|
|
Financing Warrants
|
62,530
|
|
|
—
|
|
|
—
|
|
|
62,530
|
|
Underwriting Warrants
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
6,000
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
Private Placement Warrants - 2016
|
891,063
|
|
|
—
|
|
|
(15,000
|
)
|
(2)
|
876,063
|
|
Underwriting Warrants - Public Offering 2016
|
122,175
|
|
|
—
|
|
|
—
|
|
|
122,175
|
|
Private Placement Warrants - September 2017
|
1,976,919
|
|
|
—
|
|
|
—
|
|
|
1,976,919
|
|
Placement Agent Warrants
|
98,846
|
|
|
|
|
|
|
|
|
98,846
|
|
|
3,730,255
|
|
|
—
|
|
|
(264,999
|
)
|
|
3,465,256
|
|
(1)
|
During the three months ended
March 31, 2018
, there were
249,999
warrants that were exchanged for
242,913
shares of common stock in an exchange transaction where the warrant holders exchanged the warrants for the same number of shares they would have been entitled to in a cashless exercise.
|
(2)
|
During the three months ended
March 31, 2018
, there were
15,000
warrants exercised for cash.
|
|
Stock Option Grants Awarded During the Three Months Ended March 31, 2017
|
|
Stock Option Grants Awarded During the Three Months Ended March 31, 2018
|
Stock Price
|
$4.36 to $4.37
|
|
$5.01 to $5.96
|
Dividend Yield
|
0.00%
|
|
0.00%
|
Expected Volatility
|
60%
|
|
70%
|
Risk-free interest rate
|
2.09% - 2.14%
|
|
2.50% - 2.61%
|
Expected Life
|
7 years
|
|
7 years
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Outstanding, January 1, 2018
|
1,082,490
|
|
|
$
|
4.87
|
|
|
$
|
3.00
|
|
|
8.38
|
Granted
|
37,500
|
|
|
5.57
|
|
|
3.77
|
|
|
9.83
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled / Forfeited
|
(39,838
|
)
|
|
4.56
|
|
|
2.74
|
|
|
—
|
||
Outstanding, March 31, 2018
|
1,080,152
|
|
|
$
|
4.90
|
|
|
$
|
3.03
|
|
|
8.03
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Exercisable, January 1, 2018
|
704,303
|
|
|
$
|
5.08
|
|
|
$
|
3.17
|
|
|
8.15
|
Vested
|
37,470
|
|
|
4.73
|
|
|
2.86
|
|
|
7.84
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled / Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Exercisable, March 31, 2018
|
741,773
|
|
|
$
|
5.06
|
|
|
$
|
3.15
|
|
|
7.72
|
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
|
|
|
7.85
|
|
74,512
|
|
$3.83 – $4.70
|
|
492,724
|
|
|
8.83
|
|
356,640
|
|
$5.01 – $6.00
|
|
278,128
|
|
|
6.23
|
|
201,889
|
|
$6.18 – $7.20
|
|
70,000
|
|
|
6.52
|
|
45,321
|
|
$7.54 – $7.80
|
|
67,800
|
|
|
6.75
|
|
46,058
|
|
$8.06 – $12.98
|
|
22,500
|
|
|
6.80
|
|
17,353
|
|
|
|
1,080,152
|
|
|
7.72
|
|
741,773
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-
Average
Grant-Date Fair
Value Per Share
|
|||
Outstanding at January 1, 2018
|
1,476,858
|
|
|
$
|
4.96
|
|
Granted
|
270,528
|
|
|
6.08
|
|
|
Vested
|
(184,818
|
)
|
|
5.32
|
|
|
Forfeited
|
(6,799
|
)
|
|
4.98
|
|
|
Outstanding at March 31, 2018
|
1,555,769
|
|
|
$
|
5.11
|
|
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
||||
Research and development
|
|
|
|
|
||||
Employees
|
|
$
|
226,000
|
|
|
$
|
536,000
|
|
Non-employees
|
|
26,000
|
|
|
(5,000
|
)
|
||
Total research and development
|
|
252,000
|
|
|
531,000
|
|
||
|
|
|
|
|
||||
General and administrative
|
|
|
|
|
||||
Employees and directors
|
|
367,000
|
|
|
407,000
|
|
||
Non-employees
|
|
74,000
|
|
|
25,000
|
|
||
Total general and administrative
|
|
441,000
|
|
|
432,000
|
|
||
|
|
|
|
|
||||
Total equity-based compensation
|
|
$
|
693,000
|
|
|
$
|
963,000
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
3.1
|
|
|
8-K
|
|
001-36467
|
|
3.1
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
8-K
|
|
001-36467
|
|
3.2
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
4/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Date:
|
May 10, 2018
|
Resonant Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeff A. Killian
|
|
|
|
Jeff A. Killian
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Resonant Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2018
|
/s/ George B. Holmes
|
|
|
George B. Holmes
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Resonant Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2018
|
/s/ Jeff Killian
|
|
|
Jeff Killian
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date:
|
May 10, 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)
|