RESN Resonant Inc

Item 1.01                                            Entry into a Material Definitive Agreement.

On July 31, 2019, Resonant Inc. (the “ Company ”) entered into a securities purchase agreement (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 (collective 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, for approximately $3.0 million, is scheduled to occur on or around August 12, 2019, subject to satisfaction of customary closing conditions.  The closing of Murata’s investment for $7.0 million is subject to the execution of a definitive multi-year commercial agreement that provides Murata with rights to multiple designs utilizing the Company’s technology, the material terms of which have been negotiated and agreed to in principle by the parties, as well as applicable governmental approval.

Pursuant 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.

In addition, on July 31, 2019, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with Murata, which agreement was subsequently joined by the other Investors, pursuant to which the Company has agreed to register for resale by the Investors the Shares purchased by the Investors pursuant to the Purchase Agreement. The Company has committed to file a registration statement within 45 days following the initial closing of the Offering and to cause the registration statement to become effective within 150 days following the initial closing.  For each subsequent closing, the Company has committed to file a registration statement within 30 days following the applicable closing and to cause the registration statement to become effective within 90 days following such closing.  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 affected Investor, and an additional 1.0% of the aggregate amount invested by such affected Investor for each 30-day period during which the default continues.

The foregoing summaries of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as Exhibits 10.1 and 10.2 hereto and are incorporated herein.

A press release announcing the Offering was issued by us on August 6, 2019, a copy of which is attached hereto as Exhibit 99.1.

The securities offered in the Offering have not been registered under the Securities Act of 1933 or applicable securities laws of any state or jurisdiction. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable securities laws of any state or jurisdiction. The information is this Current Report on Form 8-K and Exhibit 99.1 does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities

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in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

·                   Annual Equity Award — on the date of each annual meeting of our stockholders, so long as Mr. Caballero has served as a director at least six months prior to the date of such annual meeting and will continue to serve as a director after the meeting, Mr. Caballero will be granted restricted stock units with a grant date fair market value equal to $75,000, which award will vest as to (i) one-half of the shares on the earlier of the day prior to the first annual meeting of stockholders following the grant and one year from grant, and (ii) one-half of the shares on the earlier of the day prior to the second annual meeting of stockholders following the grant and two years from grant, in each case; subject to continued service as a director through the applicable vesting date.

In addition to his service on the Board, Mr. Caballero has been engaged by us as a technical advisor pursuant to a Technical Advisor Agreement, dated as of August 5, 2019.  In consideration for his advisory services, we have agreed to pay Mr. Caballero $50,000 per year, payable in cash in monthly installments, and $100,000 in restricted stock units upon his appointment (vesting on January 1, 2020) and $100,000 in restricted stock units in January of each year thereafter that Mr. Caballero is providing technical advisory services to Resonant (which will vest on December 31 of the year of grant).

Prior to his appointment as a member of our board of directors, Mr. Caballero did not have any material relationship with us and no such relationship is currently proposed.  Mr. Caballero does not have any family relationships with any of our other directors or executive officers.  There are no understandings or arrangements between Mr. Caballero and any other person pursuant to which Mr. Caballero was selected as a director.

A press release announcing Mr. Caballero’s appointment to the board was issued by us on August 6, 2019, a copy of which is attached hereto as Exhibit 99.3.