Resonant INC. (NASDAQ:RESN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On August 14, 2020, Resonant Inc. (the “Company”) entered into an At-The-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), to which the Company may offer and sell from time to time, through Stifel as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $25,000,000.
The Common Stock will be offered and sold to an existing shelf registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission, which became effective on November 29, 2018 (File No. 333-228353) (the “Initial Registration Statement”), and a registration statement on Form S-3 (File No. 333-246336) filed by the Company with the Securities and Exchange Commission to Rule 462(b) in order to increase the number of shares of common stock available for sale under the Initial Registration Statement. A prospectus supplement relating to the offer and sale of the Common Stock to the Sales Agreement also has been filed with the Securities and Exchange Commission.
Subject to the terms and conditions of the Sales Agreement, Stifel may sell the Common Stock by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. Stifel will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Stifel a commission equal to three percent (3.0%) of the gross sales price of the Common Stock sold through Stifel under the Sales Agreement, and has also provided Stifel with certain indemnification rights.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the legal opinion and consent of Stubbs Alderton & Markiles, LLP relating to the legality of the shares of Common Stock that may be issued to the Sales Agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
| 1.1 | At-The-Market Equity Offering Sales Agreement, dated as of August 14, 2020, by and between Resonant Inc. and Stifel, Nicolaus & Company, Incorporated. |
| 5.1 | Opinion of Stubbs Alderton & Markiles, LLP regarding legality of the shares. |
| 23.1 | Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1). |
Resonant Inc Exhibit
EX-1.1 2 tm2027486d4_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 RESONANT INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT August 14,…
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About Resonant INC. (NASDAQ:RESN)
Resonant Inc. is a late-stage development company. The Company creates filter designs for radio frequency (RF) front-ends for the mobile device industry. The RF front-end is the circuitry in a mobile device for analog signal processing and is located between the device’s antenna and its digital baseband. The Company uses a technology called Infinite Synthesized Networks (ISN) to configure and connect resonators, the building blocks of RF filters. The Company uses ISN to develop new classes of filter designs. The Company is also developing a series of single-band surface acoustic wave (SAW) filter designs for frequency bands. The Company is developing multiplexer filter designs for over two bands to address the carrier aggregation (CA) requirements of its customers. In addition, the Company is also developing reconfigurable filter designs to replace multiple filters for multiple bands. The Company is also involved in the development of a filter reconfigurable between three bands.
