RESONANT INC. (NASDAQ:RESN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
The disclosure under Item 3.02 is incorporated herein by reference to the extent required.
Item 3.02 Unregistered Sales of Equity Securities.
On September25, 2017, Resonant Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with 156 purchasers identified on the schedule of buyers attached thereto (the “Investors”), which provides for the sale by the Company of an aggregate of 1,984,300 units (each, a “Unit” and collectively, the “Units”) at a price of $4.70 per Unit (the “Offering”). Each Unit consists of one share of common stock of the Company, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $4.85 for a period commencing 6 months and ending 36 months after the Initial Closing Date (as defined below) (the “Investor Warrants”). The aggregate gross proceeds from the Offering is expected to be approximately $9.3 million.
The initial closing of the Offering for 1,745,581 units occurred on September28, 2017 (the “Initial Closing Date”). After payment of placement agent cash fees and certain expenses of the Offering, the Company received net proceeds of approximately $7.7 million.
to the Purchase Agreement, the Company has agreed to indemnify the Investors for liabilities arising out of or relating to (i)any breach of any of the representations, warranties, covenants or agreements made by the Company or its subsidiary in the Purchase Agreement or related documents or (ii)any action instituted against an Investor with respect to the Offering, subject to certain exceptions. The Purchase Agreement also contains customary representations and warranties and covenants of the Company and was subject to customary closing conditions.
In addition, on the Initial Closing Date the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, dated September28, 2017, to which the Company agreed to register for resale by the Investors the shares of Common Stock, and the shares of Common Stock issuable upon exercise of the Investor Warrants, purchased by the Investors to the Purchase Agreement. The Company has committed to file the registration statement no later than October28, 2017 and to cause the registration statement to become effective no later than January26, 2017. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file the registration statement or cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable to an Investor would be 1.0% of the aggregate amount invested by such Investor for each 30-day period, or pro rata portion thereof, during which the default continues.
National Securities Corporation, a wholly owned subsidiary of National Holdings,Inc., acted as placement agent (the “Placement Agent”) in the Offering. The Liquid Venture Partners group at National Securities Corporation was responsible for sourcing and executing the transaction. H.C. Wainwright & Co. and Drexel Hamilton provided advice to the Company about its financing strategies. At the initial closing of the Offering the Placement Agent received an aggregate cash fee of $492,254, or 6.0% of the gross proceeds raised at the initial closing of the Offering, reimbursement of transaction expenses, and warrants to purchase an aggregate of 87,279 shares of Common Stock at an exercise price equal to $4.85 (the “Placement Agent Warrant”). The Placement Agent Warrant is exercisable for a period commencing 6 months and ending 36 months after the Initial Closing Date.
