RESONANT INC. (NASDAQ:RESN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
As described in this Item 1.01 and in Item 8.01 below, Resonant Inc. has issued an aggregate of 2,463,678 shares of common stock upon the exercise by holders of warrants we issued in April2016 and February2017, receiving aggregate net proceeds of approximately $8.9 million.
On December19, 2017, we entered into a Warrant Exercise Agreement (the “Grayboard Exercise Agreement”) with Grayboard Investments,Ltd. (“Grayboard”) to induce Grayboard to exercise its existing warrant issued by us in February2017. to the agreement, Grayboard exercised in full its February2017 warrant and purchased 1,626,898 shares of our common stock at an exercise price of $8.25 per share, for an aggregate exercise price of approximately $13.4 million, and we paid Grayboard an inducement fee of approximately $6.7 million.
The foregoing summary of the Grayboard Exercise Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Grayboard Exercise Agreement, a copy of which is attached hereto as Exhibit10.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December21, 2017, upon the unanimous recommendation of the Compensation Committee of our Board of Directors, our Board of Directors unanimously approved the following changes in the compensation payable to George B. Holmes, our Chief Executive Officer:
· Structural Change to CEO Bonus Eligibility — Mr.Holmes participates in our annual bonus program, to which we award bonuses to our officers and other employees if certain company-wide performance goals based on financial results and employee-specific individual objectives are attained, with the target bonus opportunity equal to a specified percentage of the participant’s base salary. During 2017, Mr.Holmes participates in the bonus program on the same basis as other executive officers, and is eligible to earn a target annual bonus equal to 70% of annual base salary, of which target amount 60% is measured and payable quarterly based on the achievement of quarterly financial goals and individual objectives and 40% is measured and payable annually based on the achievement of annual financial goals. For 2018, Mr.Holmes will be eligible to earn a target annual bonus equal to 50% of his annual base salary, all of which will be measured and payable annually based on the achievement of annual financial goals (for 50% of his bonus opportunity) and stock price performance (for 50% of his bonus opportunity). The Compensation Committee and Board of Directors approved the changes in Mr.Holmes’ bonus structure to more closely align his bonus opportunity with an increase in shareholder value during 2018.
· Base Salary — Mr.Holmes’ annual base salary was increased from $325,000 to $365,000, commencing January1, 2018.
The Board also approved an additional life and disability insurance program available to our senior executive officers, to which we will pay premiums on life and disability insurance for the benefit of our senior executives and their designated beneficiaries. Each of Jeff Killian, our Chief Financing Officer, Robert Hammond, our Chief Technology Officer, and Neal Fenzi, our Executive Vice President of Engineering, is eligible to participate and receive a life insurance benefit of up to $2 million, and Mr.Holmes is eligible to participate and receive a life insurance benefit of up to $5 million.
