Current Report Filing (8-k)
February 12 2020 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-k
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
February 10, 2020
Resonant
INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-36467
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45-4320930
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(State or Other Jurisdiction
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(Commission
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(IRS
Employer
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of Incorporation)
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File Number)
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Identification
No.)
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175 Cremona Drive, Suite 200
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Goleta,
California 93117
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93117
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(Address
of Principal Executive Offices)
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(Zip Code)
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(805) 308-9803
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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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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RESN
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The NASDAQ Stock Market LLC
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Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 6, 2020, Resonant Inc. entered
into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in
the Underwriting Agreement (the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated
is acting as representative, relating to an underwritten public offering of 16,666,667 shares of the Company’s common stock,
$0.001 par value, at an offering price to the public of $1.50 per share.
Pursuant to the Underwriting Agreement,
the Company granted the Underwriters a 30-day option to purchase up to an additional 2,500,000 shares of common stock on the same
terms and conditions. The Underwriters exercised their option with respect to all 2,500,000 additional shares on February 10, 2020.
We consummated the sale of an aggregate
of 19,166,667 shares of our common stock, including the 2,500,000 shares subject to the Underwriters’ over-allotment option,
on February 11, 2020, and received gross proceeds of approximately $28.8 million, or net proceeds of approximately $26.3 million
after deducting the underwriting discount and estimated expenses payable by us.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 12, 2020
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Resonant Inc.
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By:
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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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