x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
|
Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
|
|
45-4320930
|
(State or other jurisdiction of
|
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(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
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Title of each class
|
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Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
|
RESN
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
ý
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
ý
|
|
|
|
Emerging growth company
|
ý
|
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Page No.
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Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
REVENUES
|
|
$
|
79,000
|
|
|
$
|
115,000
|
|
|
$
|
276,000
|
|
|
$
|
396,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
|
4,609,000
|
|
|
3,584,000
|
|
|
13,628,000
|
|
|
10,185,000
|
|
||||
Sales, marketing and administration
|
|
2,952,000
|
|
|
3,002,000
|
|
|
8,931,000
|
|
|
8,500,000
|
|
||||
TOTAL OPERATING EXPENSES
|
|
7,561,000
|
|
|
6,586,000
|
|
|
22,559,000
|
|
|
18,685,000
|
|
||||
NET OPERATING LOSS
|
|
(7,482,000
|
)
|
|
(6,471,000
|
)
|
|
(22,283,000
|
)
|
|
(18,289,000
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest and investment income
|
|
42,000
|
|
|
177,000
|
|
|
220,000
|
|
|
323,000
|
|
||||
Other expense
|
|
(7,000
|
)
|
|
8,000
|
|
|
(18,000
|
)
|
|
4,000
|
|
||||
TOTAL OTHER INCOME, NET
|
|
35,000
|
|
|
185,000
|
|
|
202,000
|
|
|
327,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
LOSS BEFORE INCOME TAXES
|
|
(7,447,000
|
)
|
|
(6,286,000
|
)
|
|
(22,081,000
|
)
|
|
(17,962,000
|
)
|
||||
Provision for (benefit from) income taxes
|
|
—
|
|
|
(11,000
|
)
|
|
1,000
|
|
|
(19,000
|
)
|
||||
NET LOSS
|
|
$
|
(7,447,000
|
)
|
|
$
|
(6,275,000
|
)
|
|
$
|
(22,082,000
|
)
|
|
$
|
(17,943,000
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
(16,000
|
)
|
|
10,000
|
|
|
(10,000
|
)
|
|
(5,000
|
)
|
||||
COMPREHENSIVE LOSS
|
|
$
|
(7,463,000
|
)
|
|
$
|
(6,265,000
|
)
|
|
$
|
(22,092,000
|
)
|
|
$
|
(17,948,000
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
|
$
|
(0.26
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.73
|
)
|
Weighted average shares outstanding — basic and diluted
|
|
29,169,495
|
|
|
27,006,046
|
|
|
28,295,248
|
|
|
24,645,658
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||
Balance, January 1, 2019
|
27,391,290
|
|
|
$
|
27,000
|
|
|
$
|
115,450,000
|
|
|
$
|
(92,564,000
|
)
|
|
$
|
(15,000
|
)
|
|
$
|
22,898,000
|
|
Vesting of restricted stock units
|
116,997
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,040,000
|
|
|
—
|
|
|
—
|
|
|
1,040,000
|
|
|||||
Exercise of warrants
|
140,000
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,137,000
|
)
|
|
—
|
|
|
(7,137,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|||||
Balance, March 31, 2019
|
27,648,287
|
|
|
$
|
27,000
|
|
|
$
|
116,890,000
|
|
|
$
|
(99,701,000
|
)
|
|
$
|
(25,000
|
)
|
|
$
|
17,191,000
|
|
Vesting of restricted stock units
|
334,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,460,000
|
|
|
—
|
|
|
—
|
|
|
1,460,000
|
|
|||||
Exercise of warrants
|
346,809
|
|
|
1,000
|
|
|
986,000
|
|
|
—
|
|
|
—
|
|
|
987,000
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,498,000
|
)
|
|
—
|
|
|
(7,498,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,000
|
|
|
16,000
|
|
|||||
Balance, June 30, 2019
|
28,329,870
|
|
|
$
|
28,000
|
|
|
$
|
119,336,000
|
|
|
$
|
(107,199,000
|
)
|
|
$
|
(9,000
|
)
|
|
$
|
12,156,000
|
|
Vesting of restricted stock units
|
198,749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,351,000
|
|
|
—
|
|
|
—
|
|
|
1,351,000
|
|
|||||
Issuance of common stock
|
3,960,560
|
|
|
4,000
|
|
|
9,936,000
|
|
|
—
|
|
|
—
|
|
|
9,940,000
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,447,000
|
)
|
|
—
|
|
|
(7,447,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,000
|
)
|
|
(16,000
|
)
|
|||||
Balance, September 30, 2019
|
32,489,179
|
|
|
$
|
32,000
|
|
|
$
|
130,623,000
|
|
|
$
|
(114,646,000
|
)
|
|
$
|
(25,000
|
)
|
|
$
|
15,984,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||
Balance, January 1, 2018
|
19,511,276
|
|
|
$
|
20,000
|
|
|
$
|
88,447,000
|
|
|
$
|
(67,748,000
|
)
|
|
$
|
(7,000
|
)
|
|
$
|
20,712,000
|
|
Vesting of restricted stock units
|
184,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,108,000
|
|
|
—
|
|
|
—
|
|
|
1,108,000
|
|
|||||
Sales of common stock, net of offering costs
|
5,714,286
|
|
|
6,000
|
|
|
18,375,000
|
|
|
—
|
|
|
—
|
|
|
18,381,000
|
|
|||||
Exercise of warrants
|
15,000
|
|
|
—
|
|
|
43,000
|
|
|
—
|
|
|
—
|
|
|
43,000
|
|
|||||
Common stock issued in exchange of warrants
|
242,913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,716,000
|
)
|
|
—
|
|
|
(5,716,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,000
|
|
|
21,000
|
|
|||||
Balance, March 31, 2018
|
25,668,293
|
|
|
$
|
26,000
|
|
|
$
|
107,973,000
|
|
|
$
|
(73,464,000
|
)
|
|
$
|
14,000
|
|
|
$
|
34,549,000
|
|
Vesting of restricted stock units
|
293,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,639,000
|
|
|
—
|
|
|
—
|
|
|
1,639,000
|
|
|||||
Sales of common stock, net of offering costs
|
857,142
|
|
|
1,000
|
|
|
2,808,000
|
|
|
—
|
|
|
—
|
|
|
2,809,000
|
|
|||||
Exercise of warrants
|
74,142
|
|
|
—
|
|
|
217,000
|
|
|
—
|
|
|
—
|
|
|
217,000
|
|
|||||
Exercise of stock options
|
4,692
|
|
|
—
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
|
14,000
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,952,000
|
)
|
|
—
|
|
|
(5,952,000
|
)
|
|||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,000
|
)
|
|
(36,000
|
)
|
|||||
Balance, June 30, 2018
|
26,898,267
|
|
|
$
|
27,000
|
|
|
$
|
112,651,000
|
|
|
$
|
(79,416,000
|
)
|
|
$
|
(22,000
|
)
|
|
$
|
33,240,000
|
|
Vesting of restricted stock units
|
142,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,349,000
|
|
|
—
|
|
|
—
|
|
|
1,349,000
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,275,000
|
)
|
|
—
|
|
|
(6,275,000
|
)
|
|||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
|||||
Balance, September 30, 2018
|
27,040,714
|
|
|
$
|
27,000
|
|
|
$
|
114,000,000
|
|
|
$
|
(85,691,000
|
)
|
|
$
|
(12,000
|
)
|
|
$
|
28,324,000
|
|
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net Loss
|
$
|
(22,082,000
|
)
|
|
$
|
(17,943,000
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
735,000
|
|
|
600,000
|
|
||
Benefit from income taxes
|
—
|
|
|
(41,000
|
)
|
||
Stock-based compensation
|
4,200,000
|
|
|
3,958,000
|
|
||
Non-cash loss on disposal of assets
|
1,000
|
|
|
8,000
|
|
||
Non-cash investment income
|
—
|
|
|
(63,000
|
)
|
||
Non-cash patent write-off
|
104,000
|
|
|
87,000
|
|
||
Right-of-use asset amortization
|
440,000
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(1,841,000
|
)
|
|
(2,000
|
)
|
||
Prepaid expenses and other current assets
|
102,000
|
|
|
206,000
|
|
||
Other assets
|
1,000
|
|
|
(50,000
|
)
|
||
Accounts payable
|
280,000
|
|
|
88,000
|
|
||
Accrued expenses
|
101,000
|
|
|
(82,000
|
)
|
||
Accrued salaries and payroll related expenses
|
(433,000
|
)
|
|
(437,000
|
)
|
||
Operating lease liabilities
|
(346,000
|
)
|
|
—
|
|
||
Deferred revenue
|
1,838,000
|
|
|
46,000
|
|
||
Deferred rent
|
—
|
|
|
47,000
|
|
||
Net cash used in operating activities
|
(16,900,000
|
)
|
|
(13,578,000
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Proceeds from sale of fixed assets
|
—
|
|
|
16,000
|
|
||
Purchases of property and equipment
|
(715,000
|
)
|
|
(865,000
|
)
|
||
Expenditures for patents
|
(306,000
|
)
|
|
(157,000
|
)
|
||
Redemption of investments held-to-maturity
|
29,295,000
|
|
|
39,590,000
|
|
||
Purchase of investments held-to-maturity
|
(12,432,000
|
)
|
|
(48,411,000
|
)
|
||
Net cash provided by (used in) investing activities
|
15,842,000
|
|
|
(9,827,000
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Net proceeds from the sale of common stock from private placement offering
|
9,940,000
|
|
|
—
|
|
||
Net proceeds from the sale of common stock from underwritten public offering
|
—
|
|
|
21,190,000
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
14,000
|
|
||
Proceeds from exercise of warrants
|
1,387,000
|
|
|
260,000
|
|
||
Net cash provided by financing activities
|
11,327,000
|
|
|
21,464,000
|
|
||
Effects of exchange rates on cash, cash equivalents and restricted cash
|
—
|
|
|
(2,000
|
)
|
||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
10,269,000
|
|
|
(1,943,000
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
|
4,605,000
|
|
|
19,624,000
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
|
$
|
14,874,000
|
|
|
$
|
17,681,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||
Taxes Paid
|
$
|
1,000
|
|
|
$
|
3,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
|
|
|
|
||||
Restricted stock units issued in settlement of liability
|
$
|
349,000
|
|
|
$
|
1,004,000
|
|
Property and equipment included in accounts payable
|
$
|
37,000
|
|
|
$
|
124,000
|
|
Property and equipment included in accrued liabilities
|
$
|
16,000
|
|
|
$
|
282,000
|
|
Patents included in accounts payable
|
$
|
70,000
|
|
|
$
|
32,000
|
|
Patents included in accrued liabilities
|
$
|
2,000
|
|
|
$
|
—
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
14,663,000
|
|
|
$
|
17,470,000
|
|
Restricted cash
|
211,000
|
|
|
211,000
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
14,874,000
|
|
|
$
|
17,681,000
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Contract assets
|
|
|
|
||||
Contract assets, beginning
|
$
|
36,000
|
|
|
$
|
67,000
|
|
Contract assets at beginning of year transferred to accounts receivable
|
(36,000
|
)
|
|
(43,000
|
)
|
||
Reversal of contract assets due to changes in transaction price
|
(8,000
|
)
|
|
(24,000
|
)
|
||
Contract assets recorded on contracts during the period
|
8,000
|
|
|
3,000
|
|
||
Contract assets, ending
|
$
|
—
|
|
|
$
|
3,000
|
|
|
|
|
|
||||
Contract liabilities
|
|
|
|
||||
Contract liabilities, beginning
|
$
|
271,000
|
|
|
$
|
146,000
|
|
Recognition of revenue included in beginning of year contract liabilities
|
(199,000
|
)
|
|
(92,000
|
)
|
||
Contract liabilities, net of revenue recognized on contracts during the period
|
2,037,000
|
|
|
132,000
|
|
||
Foreign currently translation
|
$
|
—
|
|
|
$
|
1,000
|
|
Contract liabilities, ending
|
$
|
2,109,000
|
|
|
$
|
187,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue by geographic region:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
79,000
|
|
|
$
|
96,000
|
|
|
$
|
276,000
|
|
|
$
|
338,000
|
|
Switzerland
|
—
|
|
|
19,000
|
|
|
—
|
|
|
58,000
|
|
||||
Total revenue
|
$
|
79,000
|
|
|
$
|
115,000
|
|
|
$
|
276,000
|
|
|
$
|
396,000
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue by source:
|
|
|
|
|
|
|
|
||||||||
Design services
|
$
|
70,000
|
|
|
$
|
85,000
|
|
|
$
|
252,000
|
|
|
$
|
276,000
|
|
Royalties
|
9,000
|
|
|
30,000
|
|
|
24,000
|
|
|
120,000
|
|
||||
Total revenue
|
$
|
79,000
|
|
|
$
|
115,000
|
|
|
$
|
276,000
|
|
|
$
|
396,000
|
|
|
Issued and
Outstanding
Warrants as of
January 1, 2018
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of September 30, 2018
|
|||
Bridge Warrants
|
249,999
|
|
|
(249,999
|
)
|
(1)
|
—
|
|
Consulting Warrants
|
12,223
|
|
|
(5,556
|
)
|
(2)
|
6,667
|
|
Financing Warrants
|
62,530
|
|
|
—
|
|
|
62,530
|
|
Underwriting Warrants
|
310,500
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
6,000
|
|
|
(6,000
|
)
|
(3)
|
—
|
|
Private Placement Warrants - 2016
|
891,063
|
|
|
(73,000
|
)
|
(4)
|
818,063
|
|
Underwriting Warrants - Public Offering 2016
|
122,175
|
|
|
—
|
|
|
122,175
|
|
Private Placement Warrants - September 2017
|
1,976,919
|
|
|
(10,600
|
)
|
(5)
|
1,966,319
|
|
Placement Agent Warrants
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
3,730,255
|
|
|
(345,155
|
)
|
|
3,385,100
|
|
|
Exercise Price
|
|
Expiration Date
|
|
Issued and
Outstanding
Warrants as of
January 1, 2019
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of September 30, 2019
|
|||
Consulting Warrants
|
$0.01
|
|
6/17/2020
|
|
6,667
|
|
|
—
|
|
|
6,667
|
|
Financing Warrants
|
$3.35
|
|
6/17/2020
|
|
62,530
|
|
|
—
|
|
|
62,530
|
|
Underwriting Warrants
|
$7.50
|
|
5/28/2019
|
|
310,500
|
|
|
(310,500
|
)
|
(1)
|
—
|
|
Private Placement Warrants - 2016
|
$2.86
|
|
4/25/2019
|
|
818,063
|
|
|
(818,063
|
)
|
(2)
|
—
|
|
Underwriting Warrants - Public Offering 2016
|
$4.25
|
|
9/9/2019
|
|
122,175
|
|
|
(122,175
|
)
|
(3)
|
—
|
|
Private Placement Warrants - September 2017
|
$4.85
|
|
9/28/2020
|
|
1,966,319
|
|
|
—
|
|
|
1,966,319
|
|
Placement Agent Warrants
|
$4.85
|
|
9/28/2020
|
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
|
|
|
|
3,385,100
|
|
|
(1,250,738
|
)
|
|
2,134,362
|
|
(1)
|
During the nine months ended September 30, 2019, there were 310,500 warrants that expired.
|
(2)
|
During the nine months ended September 30, 2019, there were 485,000 warrants exercised for cash, 44,928 warrants that were exercised through a cashless exercise which netted 1,809 shares being issued and 288,135 warrants that expired.
|
|
Nine Months Ended September 30,
|
||||
|
2019
|
|
2018
|
||
Common stock warrants
|
2,134,362
|
|
|
3,385,100
|
|
Common stock options
|
1,338,603
|
|
|
1,234,967
|
|
Non-vested restricted stock unit awards
|
2,672,087
|
|
|
2,071,299
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
6,145,052
|
|
|
6,691,366
|
|
|
|
Stock Option Grants Awarded During the Nine Months Ended September 30, 2019
|
|
Stock Option Grants Awarded During the Nine Months Ended September 30, 2018
|
Stock Price
|
|
$1.52 to $3.26
|
|
$4.12 to $5.96
|
Dividend Yield
|
|
0.00%
|
|
0.00%
|
Expected Volatility
|
|
70%
|
|
70%
|
Risk-free interest rate
|
|
1.47% - 2.62%
|
|
2.50% - 2.98%
|
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, 2019
|
1,255,280
|
|
|
$
|
4.82
|
|
|
$
|
3.03
|
|
|
7.75
|
Granted
|
127,000
|
|
|
2.72
|
|
|
1.83
|
|
|
9.59
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled / Forfeited
|
(43,677
|
)
|
|
4.56
|
|
|
2.90
|
|
|
—
|
||
Outstanding, September 30, 2019
|
1,338,603
|
|
|
$
|
4.63
|
|
|
$
|
2.92
|
|
|
7.10
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Exercisable, January 1, 2019
|
843,019
|
|
|
$
|
5.02
|
|
|
$
|
3.13
|
|
|
7.23
|
Vested
|
129,372
|
|
|
4.07
|
|
|
2.57
|
|
|
7.22
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled / Forfeited
|
(15,242
|
)
|
|
4.57
|
|
|
2.76
|
|
|
—
|
||
Exercisable, September 30, 2019
|
957,149
|
|
|
$
|
4.90
|
|
|
$
|
3.06
|
|
|
6.49
|
Options Outstanding
|
|
Options Exercisable
|
||||||
Exercise
Price
|
|
Outstanding
Number of
Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Options
|
||
$1.52 – $3.15
|
|
283,183
|
|
|
6.58
|
|
138,521
|
|
$3.25 – $4.92
|
|
613,620
|
|
|
7.42
|
|
441,094
|
|
$5.01 – $6.00
|
|
281,500
|
|
|
5.34
|
|
234,095
|
|
$6.18 – $7.20
|
|
70,000
|
|
|
5.41
|
|
58,757
|
|
$7.54 – $7.80
|
|
67,800
|
|
|
5.43
|
|
62,182
|
|
$8.06 – $12.98
|
|
22,500
|
|
|
5.30
|
|
22,500
|
|
|
|
1,338,603
|
|
|
6.49
|
|
957,149
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-
Average
Grant-Date Fair
Value Per Share
|
|||
Outstanding at January 1, 2019
|
1,921,594
|
|
|
$
|
4.78
|
|
Granted
|
1,553,475
|
|
|
2.95
|
|
|
Vested
|
(650,520
|
)
|
|
4.15
|
|
|
Forfeited
|
(152,462
|
)
|
|
4.25
|
|
|
Outstanding at September 30, 2019
|
2,672,087
|
|
|
$
|
3.69
|
|
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||
Research and development
|
|
$
|
703,000
|
|
|
$
|
686,000
|
|
|
$
|
2,026,000
|
|
|
$
|
2,033,000
|
|
Sales, marketing and administration
|
|
686,000
|
|
|
682,000
|
|
|
2,174,000
|
|
|
1,925,000
|
|
||||
Total stock-based compensation
|
|
$
|
1,389,000
|
|
|
$
|
1,368,000
|
|
|
$
|
4,200,000
|
|
|
$
|
3,958,000
|
|
|
Balance Sheet Line Item
|
|
September 30, 2019
|
|
|
Operating lease assets
|
Operating lease right-of-use assets
|
|
$
|
2,642,000
|
|
Current operating lease liabilities
|
Operating lease liabilities, current
|
|
$
|
600,000
|
|
Noncurrent operating lease liabilities
|
Operating lease liabilities
|
|
$
|
2,217,000
|
|
Total operating lease liabilities
|
N/A
|
|
$
|
2,817,000
|
|
|
|
September 30, 2019
|
Weighted average remaining lease term (years)
|
|
4.47
|
Weighted average discount rate (%)
|
|
4.75
|
|
|
September 30, 2019
|
|
|
October 1, 2019 through December 31, 2019
|
|
$
|
179,000
|
|
2020
|
|
726,000
|
|
|
2021
|
|
748,000
|
|
|
2022
|
|
557,000
|
|
|
2023
|
|
555,000
|
|
|
2024
|
|
376,000
|
|
|
Total minimum lease payments
|
|
3,141,000
|
|
|
Less: imputed interest
|
|
(324,000
|
)
|
|
Total operating lease liabilities
|
|
$
|
2,817,000
|
|
|
December 31, 2018
|
||
2019
|
$
|
658,000
|
|
2020
|
726,000
|
|
|
2021
|
748,000
|
|
|
2022
|
557,000
|
|
|
2023
|
555,000
|
|
|
2024
|
376,000
|
|
|
Future minimum obligations
|
$
|
3,620,000
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
3.1.1
|
|
|
8-K
|
|
001-36467
|
|
3.1
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1.2
|
|
|
8-K
|
|
001-36467
|
|
3.1
|
|
6/12/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
8-K
|
|
001-36467
|
|
3.2
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
|
|
|
|
|
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
|
*
|
Portions of this exhibit have been omitted pursuant to Rule 601(b)(10)(iv) of Regulation S-K.
|
Date:
|
November 7, 2019
|
Resonant Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Martin S. McDermut
|
|
|
|
Martin S. McDermut
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
Exhibit 10.1
|
Resonant Inc.
|
|
|
Murata Manufacturing Co., Ltd
|
|
|
|
|
|
|
By:
|
/s/ George Holmes
|
|
By:
|
/s/ Ken Tonegawa
|
|
|
|
|
|
Name:
|
George Holmes, CEO
|
|
Name:
|
Ken Tonegawa
|
|
|
|
|
|
Title:
|
CEO
|
|
Title:
|
Senior Vice President
|
|
|
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Date:
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9/25/2019
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Date:
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Sep. 25, 2019
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With notice to:
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With notice to:
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Address:
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175 Cremona Drive, Suite 200
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Address:
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2288, Oshinohara, Yasu-shi, Shiga
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Goleta, CA 93117
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520-2393 Japan
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Facsimile:
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Facsimile:
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Email:
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gholmes@resonant.com
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Email:
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masahiro.shiba@murata.com
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Attn:
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George Holmes, CEO
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Attn:
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Deputy Director Masahiro Shiba
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Term
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Definition
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Selected Band(s)
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[***]
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Resonant Program Manager
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[ See attachment B-3
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Murata Program Manager
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See attachment B-3
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Roles and Ownership
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See attachment B-3
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Milestone Schedule
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See attachment B-2
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Acceptance Criteria
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See attachment B-2
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Payment Schedule
(non-refundable)
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USD $[***] after Design Review Sign-off.
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Note
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At end of DR1 Murata and Resonant shall review and modify the structure, agenda and schedule of the technical steering committee as necessary
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Resonant Inc.
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Murata Manufacturing Co., Ltd
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By:
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/s/ George Holmes
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By:
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/s/ Ken Tonegawa
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Name:
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George Holmes, CEO
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Name:
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Ken Tonegawa
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Title:
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CEO
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Title:
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Senior Vice President
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Date:
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9/25/2019
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Date:
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Sep. 25, 2019
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Term
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Definition
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Selected Band
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[***]
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Resonant Program Manager
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[________________]
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Murata Program Manager
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[________________]
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Roles and ownership
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TBD
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Milestone Schedule
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TBD
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Acceptance Criteria
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TBD
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Payment Schedule
(non-refundable)
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USD $[***] after Design Review Sign-off.
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Term
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Definition
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Selected Band
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[***]
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Resonant Program Manager
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TBD
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Murata Program Manager
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TBD
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Roles and Ownership
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TBD
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Milestone Schedule
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TBD
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Acceptance Criteria
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TBD
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Payment Schedule
(non-refundable)
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USD $[***] upon Design Review Sign-off.
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Term
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Definition
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Selected Band
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[________________]
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Resonant Program Manager
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[________________]
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Murata Program Manager
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[________________]
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Roles and Ownership
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[________________]
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Milestone Schedule
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[________________]
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Acceptance Criteria
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[________________]
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Payment Schedule
(non-refundable)
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[________________]
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Resonant Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 7, 2019
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/s/ George B. Holmes
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George B. Holmes
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Resonant Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 7, 2019
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/s/ Martin S. McDermut
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Martin S. McDermut
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date:
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November 7, 2019
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/s/ George B. Holmes
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George B. Holmes
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Martin S. McDermut
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Martin S. McDermut
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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