RESONANT INC. (NASDAQ:RESN) Files An 8-K Unregistered Sales of Equity Securities

RESONANT INC. (NASDAQ:RESN) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

As previously disclosed in the Current Report on Form 8-K filed on August 6, 2019 with the Securities and Exchange Commission by Resonant Inc. (the “Company”), the Company entered into a securities purchase agreement, dated July 31, 2019 (the “Purchase Agreement”), with Murata Electronics North America, Inc. (“Murata”), an affiliate of Murata Manufacturing Co., Ltd., which agreement was subsequently joined by 10 additional institutional and individual accredited investors (collectively with Murata, the “Investors”), which Purchase Agreement provides for the sale by the Company of an aggregate of 3,960,560 shares of common stock of the Company, par value $0.001 per share (each, a “Share” and collectively, the “Shares”) at a price of $2.53 per Share, for gross proceeds of approximately $10.0 million (the “Offering”).
The initial closing of the Offering with all Investors other than Murata, for an aggregate of 1,193,762 Shares, occurred on August 9, 2019. The Company received gross proceeds of approximately $3.0 million.
The Shares were offered and sold exclusively to accredited investors in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investors represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates representing the Shares issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.

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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.

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