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
ý
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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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our ability to fund our planned operations and implement our business plan;
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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 filter designs 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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4G
—4
th
Generation is
a mobile communications standard intended to replace 3G, allowing wireless Internet access at a much higher speed.
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5G
—5
th
Generation is a mobile communications standard and is t
he latest iteration of cellular technology, engineered to greatly increase the speed and responsiveness of wireless networks.
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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: Increased bandwidth for 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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High frequency, wide bandwidth filters for 5G -
large instantaneous bandwidth filters at high frequency (above 3GHz) are required for 5G to support high data-rates. Filters using XBAR
TM
resonators will be ideally suited for these applications
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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
-
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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a downturn in the markets for our customers’ products;
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disruptions or delays in the manufacture of our designed filters, our customers’ products, or the products into which our customers’ products are incorporated, or in the supply of raw materials or product components used to produce such filters or products;
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a failure to anticipate changing customer product requirements;
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market acceptance of our designs;
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cancellations or postponements of previously placed orders for our customers’ products;
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increased financing costs or any inability to obtain necessary financing;
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the impact on our business of any cost reduction measures;
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a loss of key personnel or the shortage of available skilled workers;
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economic conditions in various geographic areas where we or our customers do business;
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the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for products incorporating our designs;
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other conditions affecting the timing of orders of our customers’ products incorporating our designs;
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reductions in the royalty rates for our designs occasioned by a reduction in the prices for our customers’ products, increases in the costs of raw materials used to produce our customers’ products, or other factors;
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effects of competitive pricing pressures, including decreases in average selling prices of RF filters that compete with our filter designs, resulting in reduced royalty revenue;
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obsolescence of our designs;
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research and development expenses incurred with respect to new filter design introductions;
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natural disasters, such as hurricanes, earthquakes, fires, and floods;
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the emergence of new industry standards;
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the loss or gain of significant customers;
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the introduction of new designs and manufacturing processes;
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changes in technology;
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intellectual property disputes;
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customs (including tariffs imposed on products, or components thereof, into which our filter designs are incorporated, or the equipment used in the production of such products), import/export, and other regulations of the countries in which we do business;
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the occurrence of M&A activities; and
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acts of terrorism or violence and international conflicts or crises.
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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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Period
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Total Number of Shares Purchased
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
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||||||
October 1, 2018 to October 31, 2018
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N/A
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N/A
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N/A
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N/A
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November 1, 2018 to November 30, 2018
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65,100
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$
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1.90
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65,100
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$
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3,875,000
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December 1, 2018 to December 31, 2018
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15,000
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1.78
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15,000
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3,848,000
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Total
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80,100
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$
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1.88
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80,100
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$
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3,848,000
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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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||||||||||
Purchasing commitments
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$
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193,000
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$
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193,000
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$
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—
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$
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—
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$
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—
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Operating lease commitments
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$
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3,620,000
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$
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658,000
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$
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1,474,000
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$
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1,112,000
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$
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376,000
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Page
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December 31, 2017
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December 31, 2018
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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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19,524,000
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$
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4,394,000
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Investments held-to-maturity
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—
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16,863,000
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||
Accounts receivable
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50,000
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165,000
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||
Prepaid expenses and other current assets
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536,000
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364,000
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Restricted cash
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100,000
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—
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||
TOTAL CURRENT ASSETS
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20,210,000
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21,786,000
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PROPERTY AND EQUIPMENT
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||||
Property and equipment
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3,212,000
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3,784,000
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Less: Accumulated depreciation and amortization
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(1,858,000
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)
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(1,797,000
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)
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PROPERTY AND EQUIPMENT, NET
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1,354,000
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1,987,000
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NONCURRENT ASSETS
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||||
Intangible assets, net
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1,353,000
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1,374,000
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||
Restricted cash
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—
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211,000
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Goodwill
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824,000
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817,000
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Other assets
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19,000
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69,000
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TOTAL NONCURRENT ASSETS
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2,196,000
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2,471,000
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TOTAL ASSETS
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$
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23,760,000
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$
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26,244,000
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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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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708,000
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$
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695,000
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Accrued expenses
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314,000
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464,000
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||
Accrued salaries and payroll related expenses
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1,936,000
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1,835,000
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Deferred revenue
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143,000
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271,000
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||
TOTAL CURRENT LIABILITIES
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3,101,000
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3,265,000
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LONG-TERM LIABILITIES
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||||
Deferred rent
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10,000
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81,000
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Deferred income taxes
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1,000
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—
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||
TOTAL LIABILITIES
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3,112,000
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3,346,000
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Commitments and contingencies (Note 10)
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||
STOCKHOLDERS’ EQUITY
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||||
Common stock, $0.001 par value, 47,000,000 authorized and 19,511,276 outstanding as of December 31, 2017 and 27,391,290 outstanding as of December 31, 2018
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20,000
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27,000
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|
||
Preferred stock, $0.001 par value, 3,000,000 shares authorized and none outstanding as of December 31, 2017 and December 31, 2018
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—
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—
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||
Additional paid-in capital
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88,447,000
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|
115,450,000
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|
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Accumulated other comprehensive loss
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|
(7,000
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)
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|
(15,000
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)
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Accumulated deficit
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(67,812,000
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)
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(92,564,000
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)
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||
TOTAL STOCKHOLDERS’ EQUITY
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|
20,648,000
|
|
|
22,898,000
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
23,760,000
|
|
|
$
|
26,244,000
|
|
|
Year Ended December 31, 2017
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|
Year Ended December 31, 2018
|
||||
REVENUES
|
$
|
653,000
|
|
|
$
|
524,000
|
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OPERATING EXPENSES
|
|
|
|
|
|||
Research and development
|
10,045,000
|
|
|
14,271,000
|
|
||
Sales, marketing and administration
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9,644,000
|
|
|
11,546,000
|
|
||
TOTAL OPERATING EXPENSES
|
19,689,000
|
|
|
25,817,000
|
|
||
NET OPERATING LOSS
|
(19,036,000
|
)
|
|
(25,293,000
|
)
|
||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest and investment income
|
67,000
|
|
|
481,000
|
|
||
Warrant inducement expense
|
(2,688,000
|
)
|
|
—
|
|
||
Other expense
|
(10,000
|
)
|
|
(3,000
|
)
|
||
TOTAL OTHER INCOME (EXPENSE)
|
(2,631,000
|
)
|
|
478,000
|
|
||
LOSS BEFORE INCOME TAXES
|
(21,667,000
|
)
|
|
(24,815,000
|
)
|
||
Provision for (benefit from) income taxes
|
(14,000
|
)
|
|
1,000
|
|
||
NET LOSS
|
$
|
(21,653,000
|
)
|
|
$
|
(24,816,000
|
)
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
$
|
44,000
|
|
|
$
|
(8,000
|
)
|
COMPREHENSIVE LOSS
|
$
|
(21,609,000
|
)
|
|
$
|
(24,824,000
|
)
|
|
|
|
|
||||
|
|
|
|
||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
$
|
(1.44
|
)
|
|
$
|
(0.98
|
)
|
Weighted average shares outstanding — basic and diluted
|
15,015,446
|
|
|
25,290,426
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, January 1, 2017
|
|
12,468,647
|
|
|
$
|
12,000
|
|
|
$
|
56,331,000
|
|
|
$
|
(46,159,000
|
)
|
|
(51,000
|
)
|
|
$
|
10,133,000
|
|
|
Vesting of restricted stock units
|
|
649,359
|
|
|
1,000
|
|
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
4,136,000
|
|
|
—
|
|
|
—
|
|
|
4,136,000
|
|
|||||
Sale of common stock, net of offering costs
|
|
3,603,817
|
|
|
4,000
|
|
|
15,946,000
|
|
|
—
|
|
|
—
|
|
|
15,950,000
|
|
|||||
Exercises of warrants, cashless
|
|
147,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercises of warrants
|
|
2,608,678
|
|
|
3,000
|
|
|
11,957,000
|
|
|
—
|
|
|
—
|
|
|
11,960,000
|
|
|||||
Exercises of stock options, cashless
|
|
3,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercises of stock options
|
|
29,170
|
|
|
—
|
|
|
78,000
|
|
|
—
|
|
|
—
|
|
|
78,000
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,653,000
|
)
|
|
—
|
|
|
(21,653,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,000
|
|
|
44,000
|
|
|||||
Balance, December 31, 2017
|
|
19,511,276
|
|
|
20,000
|
|
|
88,447,000
|
|
|
(67,812,000
|
)
|
|
(7,000
|
)
|
|
20,648,000
|
|
|||||
Cumulative effect due to adoption of new accounting standard, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,000
|
|
|
—
|
|
|
64,000
|
|
|||||
Vesting of restricted stock units
|
|
1,051,939
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
5,698,000
|
|
|
—
|
|
|
—
|
|
|
5,698,000
|
|
|||||
Sale of common stock, net of offering costs
|
|
6,571,428
|
|
|
6,000
|
|
|
21,183,000
|
|
|
—
|
|
|
—
|
|
|
21,189,000
|
|
|||||
Exercises of warrants
|
|
89,142
|
|
|
—
|
|
|
260,000
|
|
|
—
|
|
|
—
|
|
|
260,000
|
|
|||||
Common stock issued in exchange for warrants
|
|
242,913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercises of stock options
|
|
4,692
|
|
|
—
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
|
14,000
|
|
|||||
Repurchase and retirement of common stock
|
|
(80,100
|
)
|
|
—
|
|
|
(152,000
|
)
|
|
—
|
|
|
—
|
|
|
(152,000
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,816,000
|
)
|
|
—
|
|
|
(24,816,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,000
|
)
|
|
(8,000
|
)
|
|||||
Balance, December 31, 2018
|
|
27,391,290
|
|
|
$
|
27,000
|
|
|
$
|
115,450,000
|
|
|
$
|
(92,564,000
|
)
|
|
$
|
(15,000
|
)
|
|
$
|
22,898,000
|
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(21,653,000
|
)
|
|
$
|
(24,816,000
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
721,000
|
|
|
840,000
|
|
||
Stock-based compensation
|
|
4,121,000
|
|
|
5,262,000
|
|
||
Non-cash warrant inducement expense
|
|
2,688,000
|
|
|
—
|
|
||
Non-cash interest and investment income
|
|
—
|
|
|
(153,000
|
)
|
||
Non-cash patent write-off
|
|
—
|
|
|
96,000
|
|
||
(Gain) loss on sale of property and equipment
|
|
2,000
|
|
|
(7,000
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
6,000
|
|
|
(115,000
|
)
|
||
Prepaids and other current assets
|
|
(376,000
|
)
|
|
239,000
|
|
||
Other assets
|
|
(3,000
|
)
|
|
(50,000
|
)
|
||
Deferred taxes
|
|
(14,000
|
)
|
|
(1,000
|
)
|
||
Accounts payable
|
|
(143,000
|
)
|
|
107,000
|
|
||
Accrued expenses
|
|
163,000
|
|
|
(66,000
|
)
|
||
Accrued salaries and payroll related expenses
|
|
208,000
|
|
|
334,000
|
|
||
Deferred revenue
|
|
(184,000
|
)
|
|
128,000
|
|
||
Deferred rent
|
|
(10,000
|
)
|
|
71,000
|
|
||
Net cash used in operating activities
|
|
(14,474,000
|
)
|
|
(18,131,000
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Proceeds from sale of property and equipment
|
|
7,000
|
|
|
16,000
|
|
||
Purchases of property and equipment
|
|
(815,000
|
)
|
|
(1,285,000
|
)
|
||
Expenditures for patents and domain names
|
|
(332,000
|
)
|
|
(219,000
|
)
|
||
Redemptions of investments held-to-maturity
|
|
4,747,000
|
|
|
39,590,000
|
|
||
Purchases of investments held-to-maturity
|
|
—
|
|
|
(56,300,000
|
)
|
||
Net cash provided by (used in) investing activities
|
|
3,607,000
|
|
|
(18,198,000
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Net proceeds from the sale of common stock from private placement offerings
|
|
15,950,000
|
|
|
—
|
|
||
Net proceeds from the sale of common stock from underwritten public offering
|
|
—
|
|
|
21,190,000
|
|
||
Acquisition of common stock under Repurchase Program
|
|
—
|
|
|
(152,000
|
)
|
||
Proceeds from exercises of warrants
|
|
9,272,000
|
|
|
260,000
|
|
||
Proceeds from exercises of stock options
|
|
78,000
|
|
|
14,000
|
|
||
Net cash provided by financing activities
|
|
25,300,000
|
|
|
21,312,000
|
|
||
Effects of currency translation on cash, cash equivalents and restricted cash
|
|
7,000
|
|
|
(2,000
|
)
|
||
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
14,440,000
|
|
|
(15,019,000
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year
|
|
5,184,000
|
|
|
19,624,000
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of year
|
|
$
|
19,624,000
|
|
|
$
|
4,605,000
|
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
||||
Cash paid for taxes
|
|
$
|
1,000
|
|
|
$
|
3,000
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
|
|
|
|
|
||||
Common stock issued in settlement of accrued salaries and payroll related expenses
|
|
$
|
119,000
|
|
|
$
|
436,000
|
|
Stock options issued in settlement of liability
|
|
$
|
332,000
|
|
|
$
|
—
|
|
Property and equipment included in accounts payable
|
|
$
|
245,000
|
|
|
$
|
95,000
|
|
Property and equipment included in accrued liabilities
|
|
$
|
95,000
|
|
|
$
|
305,000
|
|
Patents included in accounts payable
|
|
$
|
9,000
|
|
|
$
|
39,000
|
|
Patents included in accrued liabilities
|
|
$
|
—
|
|
|
$
|
6,000
|
|
|
December 31,
|
||||||
|
2017
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
19,524,000
|
|
|
$
|
4,394,000
|
|
Restricted cash
|
100,000
|
|
|
211,000
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
19,624,000
|
|
|
$
|
4,605,000
|
|
BALANCE SHEET
|
Balance as of December 31, 2017
|
Adjustments Due to ASC 606
|
Balance as of 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
|
|
$
|
146,000
|
|
Accumulated deficit
|
$
|
(67,812,000
|
)
|
$
|
64,000
|
|
$
|
(67,748,000
|
)
|
BALANCE SHEET
|
As of December 31, 2018
|
||||||||
As Reported
|
Balances Without Adoption of ASC 606
|
Effect of Change Increase/(Decrease)
|
|||||||
ASSETS
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
364,000
|
|
$
|
364,000
|
|
$
|
—
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||||
Deferred revenue, current
|
$
|
271,000
|
|
$
|
264,000
|
|
$
|
7,000
|
|
Accumulated deficit
|
$
|
(92,564,000
|
)
|
$
|
(92,557,000
|
)
|
$
|
(7,000
|
)
|
STATEMENT OF COMPREHENSIVE LOSS
|
Year Ended December 31, 2018
|
||||||||
As Reported
|
Activity Without Adoption of ASC 606
|
Effect of Change Increase/(Decrease)
|
|||||||
Revenue
|
$
|
524,000
|
|
$
|
595,000
|
|
$
|
(71,000
|
)
|
Net loss
|
$
|
(24,816,000
|
)
|
$
|
(24,745,000
|
)
|
$
|
71,000
|
|
Contract assets
|
|
||
Contract assets, January 1, 2018
|
$
|
67,000
|
|
Contract assets at beginning of year transferred to accounts receivable
|
(43,000
|
)
|
|
Reversal of contract assets due to changes in transaction price
|
(24,000
|
)
|
|
Contract assets recorded on contracts during the period
|
36,000
|
|
|
Contract assets, December 31, 2018
|
$
|
36,000
|
|
|
|
||
Contract liabilities
|
|
||
Contract liabilities, January 1, 2018
|
$
|
146,000
|
|
Recognition of revenue included in beginning of year contract liabilities
|
(138,000
|
)
|
|
Contract liabilities, net of revenue recognized on contracts during the period
|
263,000
|
|
|
Contract liabilities, December 31, 2018
|
$
|
271,000
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2018
|
||||
Revenue by geographic region:
|
|
|
|
|
||||
United States
|
|
$
|
574,000
|
|
|
$
|
447,000
|
|
Switzerland
|
|
79,000
|
|
|
77,000
|
|
||
Total revenue
|
|
$
|
653,000
|
|
|
$
|
524,000
|
|
|
|
|
|
|
||||
Revenue by source:
|
|
|
|
|
||||
Design services
|
|
$
|
613,000
|
|
|
$
|
365,000
|
|
Royalties
|
|
40,000
|
|
|
159,000
|
|
||
Total revenue
|
|
$
|
653,000
|
|
|
$
|
524,000
|
|
|
As of December 31, 2017
|
|
As of December 31, 2018
|
||||
Cost:
|
|
|
|
|
|||
Computers, peripheral and scientific equipment
|
$
|
1,016,000
|
|
|
$
|
1,350,000
|
|
Software
|
1,367,000
|
|
|
1,749,000
|
|
||
Leasehold improvements
|
502,000
|
|
|
294,000
|
|
||
Office furniture and equipment
|
327,000
|
|
|
391,000
|
|
||
|
3,212,000
|
|
|
3,784,000
|
|
||
Less: Accumulated depreciation and amortization
|
(1,858,000
|
)
|
|
(1,797,000
|
)
|
||
Property and equipment, net
|
$
|
1,354,000
|
|
|
$
|
1,987,000
|
|
|
As of December 31, 2017
|
|
As of December 31, 2018
|
||||
Cost:
|
|
|
|
||||
Patents
|
$
|
1,349,000
|
|
|
$
|
1,507,000
|
|
Domain name
|
22,000
|
|
|
22,000
|
|
||
Client Base
(1)
|
143,000
|
|
|
142,000
|
|
||
Trademark
(1)
|
17,000
|
|
|
17,000
|
|
||
Backlog
(1)
|
13,000
|
|
|
13,000
|
|
||
Technology
|
77,000
|
|
|
77,000
|
|
||
|
1,621,000
|
|
|
1,778,000
|
|
||
Less: Accumulated amortization
|
(268,000
|
)
|
|
(404,000
|
)
|
||
Intangible assets, net
|
$
|
1,353,000
|
|
|
$
|
1,374,000
|
|
(1)
|
Includes the impact of foreign currency translation. The total impact at December 31, 2017 was
$2,000
and the total impact at
December 31, 2018
was
$1,000
.
|
Years ending December 31,
|
|
||
2019
|
$
|
112,000
|
|
2020
|
85,000
|
|
|
2021
|
76,000
|
|
|
2022
|
65,000
|
|
|
2023
|
63,000
|
|
|
2024 and thereafter
|
466,000
|
|
|
Total amortization expense
|
$
|
867,000
|
|
|
Goodwill
|
||
Balance at January 1, 2017
|
$
|
789,000
|
|
Effect of currency translation
|
35,000
|
|
|
Balance at December 31, 2017
|
$
|
824,000
|
|
Effect of currency translation
|
(7,000
|
)
|
|
Balance at December 31, 2018
|
$
|
817,000
|
|
|
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 Warrant
|
78,186
|
|
|
—
|
|
|
(15,656
|
)
|
(2)
|
62,530
|
|
Underwriting Warrant
|
310,500
|
|
|
—
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrant
|
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
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
warrants that were exercised through cashless exercises, 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
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
warrants that were exercised through cashless exercises, which netted
6,322
shares being issued.
|
(6)
|
During the year ended December 31, 2017, there were
1,626,898
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.
|
|
|
Exercise Price
|
|
Expiration Date
|
|
Issued and
Outstanding Warrants as of January 1, 2018 |
|
Warrants
Exercised/ Expired |
|
Issued and
Outstanding Warrants as of December 31, 2018 |
|||
Bridge Warrants
|
|
NA
|
|
NA
|
|
249,999
|
|
|
(249,999
|
)
|
(1)
|
—
|
|
Consulting Warrant
|
|
$0.01
|
|
6/17/2020
|
|
12,223
|
|
|
(5,556
|
)
|
(2)
|
6,667
|
|
Financing Warrant
|
|
$3.35
|
|
6/17/2020
|
|
62,530
|
|
|
—
|
|
|
62,530
|
|
Underwriting Warrant
|
|
$7.50
|
|
5/28/2019
|
|
310,500
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrant
|
|
NA
|
|
NA
|
|
6,000
|
|
|
(6,000
|
)
|
(3)
|
—
|
|
Private Placement Warrants - 2016
|
|
$2.86
|
|
4/25/2019
|
|
891,063
|
|
|
(73,000
|
)
|
(4)
|
818,063
|
|
Underwriting Warrants - Public Offering 2016
|
|
$4.25
|
|
9/9/2019
|
|
122,175
|
|
|
—
|
|
|
122,175
|
|
Private Placement Warrants - September 2017
|
|
$4.85
|
|
9/28/2020
|
|
1,976,919
|
|
|
(10,600
|
)
|
(5)
|
1,966,319
|
|
Placement Agent Warrants - 2017
|
|
$4.85
|
|
9/28/2020
|
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
|
|
|
|
|
3,730,255
|
|
|
(345,155
|
)
|
|
3,385,100
|
|
(1)
|
During the year ended December 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 year ended December 31, 2018, there were
5,556
warrants that were exercised through a cashless exercise, which netted
5,542
shares being issued.
|
(3)
|
During the year ended December 31, 2018,
6,000
warrants expired.
|
(4)
|
During the year ended December 31, 2018, there were
73,000
warrants exercised for cash.
|
(5)
|
During the year ended December 31, 2018, there were
10,600
warrants exercised for cash.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
||
Common stock warrants
|
3,730,255
|
|
|
3,385,100
|
|
Common stock options
|
1,082,490
|
|
|
1,255,280
|
|
Non-vested restricted stock unit awards
|
1,476,858
|
|
|
1,921,594
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
6,289,603
|
|
|
6,561,974
|
|
|
Option Grants Awarded During the Year Ended December 31, 2017
|
|
Option Grants Awarded During the Year Ended December 31, 2018
|
Stock Price
|
$4.36 - $7.80
|
|
$1.80 - $5.96
|
Dividend Yield
|
0%
|
|
0%
|
Expected Volatility
|
60.0%
|
|
70.0%
|
Risk-free interest rate
|
1.95% - 2.37%
|
|
2.50% - 3.09%
|
Expected Term
|
7 to 10 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, 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
|
)
|
|
6.40
|
|
|
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
|
|
|
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
|
161,404
|
|
|
4.69
|
|
|
2.89
|
|
|
7.56
|
|
||
Exercised
|
(4,692
|
)
|
|
2.10
|
|
|
1.75
|
|
|
—
|
|
||
Canceled/Forfeited
|
(17,996
|
)
|
|
4.72
|
|
|
2.84
|
|
|
—
|
|
||
Exercisable, December 31, 2018
|
843,019
|
|
|
$
|
5.02
|
|
|
$
|
3.13
|
|
|
7.23
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||
Exercise
Price
|
|
Outstanding
Number of
Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Options
|
||
$1.80 - $2.00
|
|
161,183
|
|
|
7.09
|
|
99,637
|
|
$3.25 - $4.92
|
|
652,297
|
|
|
8.41
|
|
393,944
|
|
$5.01 - $6.00
|
|
281,500
|
|
|
5.87
|
|
214,115
|
|
$6.18 – $7.20
|
|
70,000
|
|
|
5.97
|
|
55,004
|
|
$7.54 – $7.80
|
|
67,800
|
|
|
6.09
|
|
58,749
|
|
$8.06 - $12.98
|
|
22,500
|
|
|
6.05
|
|
21,570
|
|
|
|
1,255,280
|
|
|
7.23
|
|
843,019
|
|
|
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
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
|||
Outstanding at January 1, 2018
|
1,476,858
|
|
|
$
|
4.96
|
|
Granted
|
1,661,750
|
|
|
4.60
|
|
|
Vested
|
(1,051,939
|
)
|
|
4.68
|
|
|
Forfeited
|
(165,075
|
)
|
|
5.17
|
|
|
Outstanding at December 31, 2018
|
1,921,594
|
|
|
$
|
4.78
|
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2018
|
||||
Research and development
|
|
|
|
|
|||
Employees
|
$
|
1,937,000
|
|
|
$
|
2,479,000
|
|
Non-employees
|
181,000
|
|
|
77,000
|
|
||
Total research and development
|
2,118,000
|
|
|
2,556,000
|
|
||
|
|
|
|
||||
Sales, marketing and administration
|
|
|
|
||||
Employees and directors
|
1,824,000
|
|
|
2,604,000
|
|
||
Non-employees
|
179,000
|
|
|
102,000
|
|
||
Total sales, marketing and administration
|
2,003,000
|
|
|
2,706,000
|
|
||
|
|
|
|
||||
Total stock-based compensation
|
$
|
4,121,000
|
|
|
$
|
5,262,000
|
|
Years ending December 31,
|
|
||
2019
|
$
|
658,000
|
|
2020
|
726,000
|
|
|
2021
|
748,000
|
|
|
2022
|
557,000
|
|
|
2023
|
555,000
|
|
|
2024 and thereafter
|
376,000
|
|
|
Total future minimum rent payments
|
$
|
3,620,000
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
||||
U.S. federal:
|
|
|
|
||||
Current
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
—
|
|
|
—
|
|
||
Total U.S. federal
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
U.S. state and local:
|
|
|
|
|
|||
Current
|
1,000
|
|
|
2,000
|
|
||
Deferred
|
—
|
|
|
—
|
|
||
Total U.S. state and local
|
1,000
|
|
|
2,000
|
|
||
|
|
|
|
||||
Foreign:
|
|
|
|
|
|||
Current
|
—
|
|
|
—
|
|
||
Deferred
|
(15,000
|
)
|
|
(1,000
|
)
|
||
Total foreign
|
(15,000
|
)
|
|
(1,000
|
)
|
||
|
|
|
|
||||
Provision for (benefit from) income taxes
|
$
|
(14,000
|
)
|
|
$
|
1,000
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
||||
Expected income tax benefit
|
$
|
(7,357,000
|
)
|
|
$
|
(5,211,000
|
)
|
State income tax (benefit), net of federal benefit
|
(1,176,000
|
)
|
|
(1,997,000
|
)
|
||
Valuation allowance
|
7,398,000
|
|
|
7,372,000
|
|
||
Permanent differences:
|
|
|
|
||||
Stock options
|
95,000
|
|
|
285,000
|
|
||
Warrants
|
914,000
|
|
|
—
|
|
||
Research & development credit
|
(263,000
|
)
|
|
(405,000
|
)
|
||
Adjustment to deferred taxes
|
267,000
|
|
|
(68,000
|
)
|
||
Foreign rate differential
|
19,000
|
|
|
2,000
|
|
||
Other
|
89,000
|
|
|
23,000
|
|
||
Provision for (benefit from) for income taxes
|
$
|
(14,000
|
)
|
|
$
|
1,000
|
|
|
As of December 31, 2017
|
|
As of December 31, 2018
|
||||
U.S. federal and state deferred tax assets—long term:
|
|
|
|
||||
Accrued payroll
|
$
|
376,000
|
|
|
$
|
102,000
|
|
Accrued expenses
|
21,000
|
|
|
45,000
|
|
||
Fixed assets
|
111,000
|
|
|
—
|
|
||
Intangibles
|
457,000
|
|
|
418,000
|
|
||
Research & development credit
|
1,464,000
|
|
|
2,239,000
|
|
||
Net operating loss
|
13,204,000
|
|
|
20,140,000
|
|
||
Stock compensation
|
539,000
|
|
|
612,000
|
|
||
New jobs credit
|
8,000
|
|
|
8,000
|
|
||
Total long-term assets
|
16,180,000
|
|
|
23,564,000
|
|
||
Total deferred tax assets
|
16,180,000
|
|
|
23,564,000
|
|
||
|
|
|
|
||||
U.S. federal and state deferred tax liabilities—long term:
|
|
|
|
||||
Fixed assets
|
—
|
|
|
(16,000
|
)
|
||
Total deferred tax liabilities
|
—
|
|
|
(16,000
|
)
|
||
Net deferred tax assets - long term
|
16,180,000
|
|
|
23,548,000
|
|
||
Less: Valuation allowance
|
(16,180,000
|
)
|
|
(23,548,000
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Foreign deferred tax assets—long term:
|
|
|
|
||||
Net operating loss
|
$
|
12,000
|
|
|
$
|
9,000
|
|
Total foreign deferred tax assets
|
12,000
|
|
|
9,000
|
|
||
|
|
|
|
||||
Foreign deferred tax liabilities—long term:
|
|
|
|
||||
Intangibles
|
(13,000
|
)
|
|
(4,000
|
)
|
||
Total foreign deferred tax liabilities
|
(13,000
|
)
|
|
(4,000
|
)
|
||
Net foreign deferred tax assets (liabilities)
|
(1,000
|
)
|
|
5,000
|
|
||
Less: Valuation allowance
|
—
|
|
|
(5,000
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
(1,000
|
)
|
|
$
|
—
|
|
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
|
|
||
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
|
|
1.1
|
|
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
|
|
|
8-K
|
|
001-36467
|
|
10.3
|
|
2/24/2017
|
|
|
|
4.9
|
|
|
8-K
|
|
001-36467
|
|
10.3
|
|
9/29/2017
|
|
|
|
4.10
|
|
|
8-K
|
|
001-36467
|
|
10.4
|
|
9/29/2017
|
|
|
|
4.11
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
10/3/2017
|
|
|
|
10.1*
|
|
|
S-1
|
|
333-193552
|
|
10.1
|
|
1/24/2014
|
|
|
|
10.2.1*
|
|
|
S-1/A
|
|
333-193552
|
|
10.2
|
|
4/11/2014
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
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
|
|
11/5/2018
|
|
|
|
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
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
4/2/2018
|
|
|
|
10.14
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
5/17/2018
|
|
|
|
10.15
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
1/6/2017
|
|
|
|
10.16
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
4/26/2016
|
|
|
|
10.17
|
|
|
S-1
|
|
333-193552
|
|
10.23
|
|
1/24/2014
|
|
|
|
10.18
|
|
|
S-1
|
|
333-193552
|
|
10.24
|
|
1/24/2014
|
|
|
|
10.19
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
2/24/2017
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
||
10.20
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
9/29/2017
|
|
|
|
10.21
|
|
|
8-K
|
|
001-36467
|
|
10.2
|
|
9/29/2017
|
|
|
|
10.22
|
|
|
8-K
|
|
001-36467
|
|
10.1
|
|
12/26/2017
|
|
|
|
10.23*
|
|
|
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
|
|
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:
|
March 14, 2019
|
Resonant Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ MARTIN S. MCDERMUT
|
|
|
|
MARTIN S. MCDERMUT
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George B. Holmes
|
|
Chief Executive Officer and Director
|
|
March 14, 2019
|
George B. Holmes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Martin S. McDermut
|
|
Chief Financial Officer and Secretary
|
|
March 14, 2019
|
Martin S. McDermut
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Brett Conrad
|
|
Director
|
|
March 14, 2019
|
Brett Conrad
|
|
|
|
|
|
|
|
|
|
/s/ Janet K. Cooper
|
|
Director
|
|
March 14, 2019
|
Janet K. Cooper
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Fox
|
|
Director
|
|
March 14, 2019
|
Michael J. Fox
|
|
|
|
|
|
|
|
|
|
/s/ Alan Howe
|
|
Director
|
|
March 14, 2019
|
Alan Howe
|
|
|
|
|
|
|
|
|
|
/s/ Joshua Jacobs
|
|
Director
|
|
March 14, 2019
|
Joshua Jacobs
|
|
|
|
|
|
|
|
|
|
/s/ Jack Jacobs
|
|
Director
|
|
March 14, 2019
|
Jack Jacobs
|
|
|
|
|
|
|
|
|
|
/s/ John E. Major
|
|
Chairman of the Board of Directors
|
|
March 14, 2019
|
John E. Major
|
|
|
|
|
|
|
|
|
|
/s/ Jean Rankin
|
|
Director
|
|
March 14, 2019
|
Jean Rankin
|
|
|
|
|
|
|
|
|
|
/s/ Robert Tirva
|
|
Director
|
|
March 14, 2019
|
Robert Tirva
|
|
|
|
|
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;
|
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: March 14, 2019
|
/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;
|
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: March 14, 2019
|
/s/ Martin S. McDermut
|
|
Martin S. McDermut
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Date: March 14, 2019
|
/s/ George B. Holmes
|
|
George B. Holmes
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Martin S. McDermut
|
|
Martin S. McDermut
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|