UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 31, 2018
RESONANT INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-36467
45-4320930
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
175 Cremona Drive, Suite 200
 
 
Goleta, California
93117
 
(Address of Principal Executive Offices)
(Zip Code)
(805) 308-9803
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ý




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resonant Inc. has appointed Martin S. McDermut (age 67) as our Chief Financial Officer (our principal financial and accounting officer) pursuant to an employment offer letter. Mr. McDermut’s employment as Chief Financial Officer will commence on November 15, 2018. Mr. McDermut also will serve as our Secretary. Jeff A. Killian, who is serving as our Interim Chief Financial Officer, has resigned from that position effective upon the commencement of Mr. McDermut’s employment with us as Chief Financial Officer.
Mr. McDermut, with more than 30 years of broad financial leadership, has a strong track record in strategic and financial planning, business development, mergers and acquisitions, and public equity markets for technology companies. Prior to joining Resonant, Mr. McDermut served as Vice President and Chief Financial Officer of Applied Micro Circuits Corporation, a publicly traded semiconductor company, from January 2016 to February 2017 when the company was acquired by MACOM Technology Solutions Holdings, Inc. Prior to that, Mr. McDermut served as Senior Vice President, Finance and Chief Financial Officer of Vitesse Semiconductor Corporation, a publicly traded semiconductor company, from August 2011 to April 2015 when the company was acquired by Microsemi Corporation. Prior to that, Mr. McDermut served as a managing director and consultant at Avant Advisory Group, LLC, a management consulting firm based in Los Angeles and Santa Barbara, CA. He also served as chief financial officer for other publicly traded companies including IRIS International Inc. and Superconductor Technologies Inc. He was a partner at the public accounting firm of Coopers & Lybrand LLP (now known as PricewaterhouseCoopers LLP). Mr. McDermut is a member of the board of directors of CDTi Advanced Materials, Inc. (NASDAQ: CDTi) and Public Square Santa Barbara. Mr. McDermut holds a BA in economics from the University of Southern California and an MBA from the University of Chicago Booth School of Business. He is a Certified Public Accountant.
Mr. McDermut’s offer letter provides that he will be employed by Resonant “at will” and contains the following additional terms:
•
He will receive an annual base salary of $295,000;

•
He will be eligible to receive annual incentive compensation pursuant to bonus performance criteria established by the Compensation Committee of the Board of Directors;

•
He will receive an award of restricted stock units for 175,000 shares of common stock upon commencement of employment, which award will vest in four equal annual installments on December 1, with the first installment vesting on December 1, 2018;

•
He is a recipient of a Severance and Change in Control Agreement, a form of which is filed as Exhibit 10.41 to Resonant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 27, 2015, which agreement provides Mr. McDermut with the severance benefits extended to other executive officers of Resonant, with the exception that Mr. McDermut will be entitled to a lump sum severance payment equal to twelve (12) months of his base salary in the event of his termination in certain circumstances; and

•
He will be eligible to participate in Resonant’s other benefits programs.
The foregoing description of the offer letter is subject to, and qualified in its entirety by, the copy of the offer letter filed as Exhibit 10.1 hereto and incorporated herein by reference.
Mr. McDermut also is expected to enter into Resonant’s standard indemnification agreement, a copy of the form of which is filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed with SEC on January 24, 2014 and incorporated herein by reference, which would require Resonant to indemnify Mr. McDermut, under the circumstances and to the extent provided for therein, against certain expenses and liabilities incurred by Mr. McDermut by reason of his position as an officer of Resonant.




A press release announcing Mr. McDermut’s appointment as an executive officer was issued by us on October 31, 2018, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.
(d)
Exhibits
10.1      Offer Letter between the Registrant and Martin S. McDermut, dated October 14, 2018.
99.1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 2, 2018
 
Resonant Inc.
 
By:
/s/ George B. Holmes
 
 
George B. Holmes
 
 
Chief Executive Officer



OFFERLETTERMCDERMUTIMAGE1.GIF

October 14, 2018
PERSONAL & CONFIDENTIAL
Martin S. McDermut
[Address]
Re:     Employment Terms
Dear Marty:
I am pleased to extend this formal offer of full-time employment to join Resonant Inc. (“Resonant” or the “Company”) as Chief Financial Officer. This is a key position reporting directly to myself, George B. Holmes, Chief Executive Officer. I’m excited to have you joining us! This letter sets out the terms and conditions of your employment with Resonant.
Your first day of employment will be Monday, November 12, 2018, or such earlier date as is agreed to by you and me (“Start Date”). We will pay you a base salary at an annualized rate of $295,000. Your base salary is payable in accordance with our regular payroll schedule which is currently every two weeks. You will participate in the executive bonus plan, which is payable at the sole discretion of our Board in accordance with the terms of the executive bonus plan. For 2018, you will participate in the Resonant Inc. Incentive Bonus Plan for Fiscal Year 2018, as an Executive Participant thereunder, for the fourth quarter and fiscal year bonus periods.
You are eligible for the Executive Vacation Policy. On your hire date you will receive an accrual of 120 vacation hours. You will not continue to accrue vacation beyond the 120 hours.  You may take vacation at your discretion in accordance with business needs. Recording of vacation will not be required and you will retain the 120 hour accrual until your employment is terminated, at which time the accrual will be paid out. In the best interest of the company and customers, it is essential that you discuss any extended vacations (greater than two weeks) with the CEO prior to scheduling to ensure adequate coverage.
For 2018, at hire, you are eligible to receive sixty-six (66) hours of sick leave (which will be pro-rated further for your partial year of employment). Beginning in 2019, at the beginning of each calendar year, you will be provided with eleven (11) days or eighty-eight hours.
Your place of employment will be based out of the Company’s principal executive offices in Goleta, California. You will be required to devote all of your business time, energy, skill, and efforts to faithfully and diligently further the business interests of the Company, except as agreed to by the Company in writing in advance.
You will be entitled to participate in all of our employee benefit plans. These include, among other things, group health insurance and a 401K plan. We match 100% of contributions under our 401K plan up to a maximum of 5% of your base salary. Please note that, as with all companies, we reserve the right to change our employee benefit plans from time to time.
Subject to approval from the Compensation Committee of our Board, we will grant you a restricted stock unit award (the “RSU”) for 175,000 shares of our common stock, which RSU will vest annually in four (4) equal installments with the first installment vesting on December 1, 2018. The RSU award will be subject to your execution of our standard equity award agreement.
Your employment will be on an at-will basis. This means that you will have the right to terminate your employment at any time with or without cause or notice, and the Company will reserve for itself an equal right. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. Upon any termination of your employment, you will be entitled to receive:
•
Any base salary earned but unpaid as of your termination or resignation date;
•
Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;
•
Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and
•
Any amounts or benefits under any Company compensation, incentive, severance, change in control or benefit plans due and owing and/or vested but not paid as of your termination or resignation date (according to the payment provisions of such plans).
Your employment is conditioned on your signing and returning the enclosed copies of our standard Employee Invention, Confidentiality and Non-Solicitation Agreement (the “ Invention Agreement ”) and Mutual Agreement to Arbitrate Claims (the “ Arbitration Agreement ”). This Letter, the Invention Agreement and the Arbitration Agreement, as well as the Severance and Change in Control Agreement, and equity incentive plan agreements, will together form the entire agreement with respect to the subject matter hereof and thereof, and these agreements together supersede all prior understandings and agreements, whether written or oral, with respect to such matters . The terms of your employment may only be changed by written agreement, although the Company may from time to time, in its sole discretion, adjust the benefits provided to you and its other employees.
This employment letter is valid for ten (10) business days and will expire if we have not received by that date signed copies of this letter, the Invention Agreement and the Arbitration Agreement.
We look forward to working with you!
Regards,

/s/ George B. Holmes

George B Holmes, CEO
ACCEPTED AND AGREED:



/s/ Martin S. McDermut    
Martin S. McDermut

Enclosures (Invention Agreement and Arbitration Agreement)

175 Cremona Drive · Suite 200 ·Goleta · California 93117


RESNLOGOA30.JPG                     

Resonant Inc. Names Martin McDermut as CFO

Seasoned Executive Brings More Than 30 Years of Broad Financial Leadership

GOLETA, CA - October 31, 2018 - Resonant Inc. (NASDAQ: RESN), a leader in transforming the way radio frequency, or RF, front-ends are being designed and delivered for wireless devices, today announced Martin “Marty” McDermut as the company’s new Chief Financial Officer effective November 15, 2018. McDermut will report to CEO George B. Holmes and be responsible for Resonant’s corporate finance and administrative functions.
 
“Marty has extensive public company CFO experience, in addition to in depth knowledge of the semiconductor industry,” stated George B. Holmes, CEO of Resonant. “Most recently he served at two publicly traded, semiconductor companies.  Marty also worked as an advisor with our founders as they established Resonant and, as a result, brings a unique perspective to our company. I look forward to working with Marty as we expand upon our success delivering industry leading RF front-end designs faster and more cost effectively than traditional methods – and execute on our roadmap toward long-term, profitable growth and shareholder value.”

“Resonant’s innovative software and technology are well placed to benefit from the continued growth of the RF front-ends market, especially as 5G becomes mainstream,” said McDermut. “I am excited to join Resonant as it is expanding and deepening its customer base, capitalizing on the opportunity for significant growth.”

Martin McDermut

McDermut, with more than 30 years of broad financial leadership, has a strong track record in strategic and financial planning, business development, mergers and acquisitions, and public equity markets for technology companies. Prior to joining Resonant, McDermut served as Vice President and Chief Financial Officer of Applied Micro Circuits Corporation, a publicly traded semiconductor company, from January 2016 to February 2017 when the company was acquired by MACOM Technology Solutions Holdings, Inc. Prior to that, McDermut served as Senior Vice President, Finance and Chief Financial Officer of Vitesse Semiconductor Corporation, a publicly traded semiconductor company, from August 2011 to April 2015 when the company was acquired by Microsemi Corporation. Prior to that, McDermut served as a managing director and consultant at Avant Advisory Group, LLC, a management consulting firm based in Los Angeles and Santa Barbara, CA. He also served as chief financial officer for other publicly traded companies including Iris International Inc. and Superconductor Technologies Inc. He was a partner at the public accounting firm of Coopers & Lybrand LLP (now known as PricewaterhouseCoopers LLP).

McDermut is a member of the board of directors of CDTi Advanced Materials, Inc. and Public Square Santa Barbara.

McDermut holds a BA in economics from the University of Southern California and an MBA from the University of Chicago Booth School of Business. He is a Certified Public Accountant.







About Resonant Inc.
Resonant (NASDAQ: RESN) is transforming the market for RF front-ends (RFFE) by disrupting the RFFE supply chain through the delivery of solutions that leverage our Infinite Synthesized Network (ISN®) software tools platform, capitalize on the breadth of our IP portfolio, and are delivered through our services offerings. In a market that is critically constrained by limited designers, tools and capacity, Resonant addresses these critical problems by providing customers with ever increasing design efficiency, reduced time to market and lower unit costs. Customers leverage Resonant’s disruptive capabilities to design cutting edge filters and modules, while capitalizing on the added stability of a diverse supply chain through Resonant’s fabless ecosystem-the first of its kind. Working with Resonant, customers enhance the connectivity of current mobile devices, while preparing for the demands of emerging 5G applications.

To learn more about Resonant, view the series of videos published on its website that explain Resonant's technologies and market positioning:
•
Infinite Synthesized Networks, ISN® Explained
•
What is an RF Filter?
•
RF Filter Innovation
•
Transforming the Mobile Filter Supply Chain
For more information, please visit  www.resonant.com .

Resonant uses its website (https://www.resonant.com) and LinkedIn page (https://www.linkedin.com/company/resonant-inc-/) as channels of distribution of information about its products, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and Resonant may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor the company’s website and its social media accounts in addition to following the company’s press releases, SEC filings, public conference calls, and webcasts.

About Resonant’s ISN® Technology
Resonant can create designs for difficult bands, modules and other complex RF Front End requirements that we believe have the potential to be manufactured for half the cost and developed in half the time of traditional approaches. ISN® is a suite of proprietary mathematical methods, software design tools and network synthesis techniques that enable us to explore a much larger set of possible design solutions that regularly incorporate our proprietary technology. We then quickly deliver design simulations to our customers, which they manufacture or have manufactured by one of our foundry partners. These improved solutions still use Surface Acoustic Wave (SAW) or Temperature Compensated Surface Acoustic Wave (TC-SAW) manufacturing methods and perform as well as those using higher cost manufacturing methods such as Bulk Acoustic Wave (BAW). Resonant's method delivers excellent predictability, enabling achievement of the desired product performance in roughly half as many turns through the fab. In addition, because Resonant's models are fundamental, integration with its foundry and fab customers is seamless because its models speak the "fab language" of basic material properties and dimensions.

Investor Relations Contact:
Moriah Shilton, LHA Investor Relations , 1-415-433-3777, RESN@lhai.com