UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 001-36467
RESONANT INC.
(Exact Name of Registrant as Specified in Its charter)
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Delaware |
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45-4320930 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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Incorporation or Organization) |
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Identification No.) |
110 Castilian Drive, Suite 100, Goleta, California 93117
(Address of Principal Executive Offices) (Zip Code)
(805) 308-9803
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
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Common Stock, $0.001 par value |
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The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of June 30, 2015, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $21 million, based on the closing price on that date. As of March 22, 2016, the registrant had 7,389,506 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the registrant’s 2016 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of December 31, 2015, the last day of the fiscal year covered by this Annual Report on Form 10-K.
ANNUAL REPORT ON FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
Explanatory Note to Amendment No. 1
Resonant Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No.1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2016 (the “Original Form 10-K”), to add the internal control over financial reporting language in the introductory portion of paragraph 4 and paragraph 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This language was inadvertently omitted from the Section 302 Certifications attached to the Original Form 10-K. Because no financial statements are contained within this Amendment No. 1, paragraph 3 of the Section 302 Certifications has been omitted. The corrected Section 302 Certifications are attached to this Amendment No. l as Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the Original Form 10-K. Except as otherwise indicated herein, this Amendment No. 1 continues to speak as of the date of the Original Form 10-K, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-K. The filing of this Amendment No. 1 is not an admission that the Original Form 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A list of exhibits filed with this Amendment No. 1 is found in the Exhibit Index immediately following the signature page of this Amendment No. 1 and is incorporated into this Item 15 by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: October 24, 2016 |
Resonant Inc. | |
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By: |
/s/ Terry Lingren |
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Terry Lingren |
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Chief Executive Officer |
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(Principal Executive Officer) |
EXHIBIT INDEX
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Exhibit |
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Incorporated by Reference |
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Filed | ||||||
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Number |
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Exhibit Description |
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Form |
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File Number |
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Exhibit |
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Filing Date |
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Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation of the Registrant |
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8-K |
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001-36467 |
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3.1 |
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6/5/2014 |
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3.2 |
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Amended and Restated Bylaws of the Registrant |
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8-K |
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001-36467 |
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3.2 |
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6/5/2014 |
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4.1 |
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Form of the Registrant’s common stock certificate |
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S-1/A |
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333-193552 |
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4.1 |
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4/11/2014 |
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4.2 |
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Form of Underwriter’s Warrant |
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S-1/A |
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333-193552 |
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4.2 |
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5/16/2014 |
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10.1* |
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Form of Indemnification Agreement between the Registrant and each of its directors and officers |
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S-1 |
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333-193552 |
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10.1 |
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1/24/2014 |
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10.2 |
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Registrant’s amended and restated 2014 Omnibus Incentive Plan, including form agreements |
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S-1/A |
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333-193552 |
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10.2 |
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4/11/2014 |
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10.3* |
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Offer Letter between the Registrant and Terry Lingren, dated June 17, 2013 |
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S-1 |
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333-193552 |
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10.3 |
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1/24/2014 |
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10.4* |
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Offer Letter between the Registrant and Robert Hammond, dated June 17, 2013 |
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S-1 |
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333-193552 |
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10.4 |
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1/24/2014 |
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10.5* |
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Offer Letter between the Registrant and Neal Fenzi, dated June 17, 2013 |
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S-1 |
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333-193552 |
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10.5 |
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1/24/2014 |
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10.6* |
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Outside Director Compensation Policy |
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10-K |
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001-36467 |
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10.6 |
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3/25/2016 |
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10.7 |
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Amendment to Securities Purchase Agreement, dated September 14, 2013, by and among the Registrant and the Required Holders party thereto |
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S-1 |
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333-193552 |
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10.15 |
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1/24/2014 |
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10.8 |
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Registration Rights Agreement for Investors, dated June 17, 2013, by and among the Registrant and the persons listed on Schedule A thereto |
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S-1 |
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333-193552 |
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10.23 |
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1/24/2014 |
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10.9 |
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Registration Rights Agreement for Warrants, dated June 17, 2013, by and among the Registrant and MDB Capital Group LLC |
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S-1 |
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333-193552 |
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10.24 |
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1/24/2014 |
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10.10 |
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Amended and Restated Warrant to Purchase Common Stock, dated November 15, 2013, issued by the Registrant in favor of MDB Capital Group LLC for 222,222 shares of common stock |
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S-1 |
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333-193552 |
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10.25 |
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1/24/2014 |
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10.11 |
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Amended and Restated Warrant to Purchase Common Stock, dated November 15, 2013, issued by the |
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S-1 |
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333-193552 |
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10.26 |
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1/24/2014 |
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Exhibit |
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Incorporated by Reference |
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Filed | ||||||
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Number |
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Exhibit Description |
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Form |
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File Number |
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Exhibit |
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Filing Date |
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Herewith |
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Registrant in favor of MDB Capital Group LLC for a to-be-determined number of shares of common stock |
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10.12 |
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Warrant to Purchase Common Stock (No. A-1), dated June 17, 2013, issued by the Registrant in favor of Terry Lingren for 41,666 shares of common stock |
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S-1 |
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333-193552 |
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10.27 |
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1/24/2014 |
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10.13 |
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Warrant to Purchase Common Stock (No. A-2), dated June 17, 2013, issued by the Registrant in favor of Robert Hammond for 41,666 shares of common stock |
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S-1 |
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333-193552 |
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10.28 |
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1/24/2014 |
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10.14 |
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Warrant to Purchase Common Stock (No. A-3), dated June 17, 2013, issued by the Registrant in favor of Neal Fenzi for 41,666 shares of common stock |
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S-1 |
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333-193552 |
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10.29 |
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1/24/2014 |
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10.15 |
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Warrant to Purchase Common Stock (No. A-4), dated June 17, 2013, issued by the Registrant in favor of Terry Lingren for 41,667 shares of common stock |
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S-1 |
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333-193552 |
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10.30 |
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1/24/2014 |
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10.16 |
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Warrant to Purchase Common Stock (No. A-5), dated June 17, 2013, issued by the Registrant in favor of Robert Hammond for 41,667 shares of common stock |
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S-1 |
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333-193552 |
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10.31 |
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1/24/2014 |
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10.17 |
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Warrant to Purchase Common Stock (No. A-6), dated June 17, 2013, issued by the Registrant in favor of Neal Fenzi for 41,667 shares of common stock |
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S-1 |
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333-193552 |
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10.32 |
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1/24/2014 |
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10.18.1 |
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Multi-Tenant Industrial Lease, dated August 9, 2013, between the Registrant and Nassau Land Company, L.P. |
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S-1 |
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333-193552 |
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10.33 |
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1/24/2014 |
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10.18.2 |
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First Amendment to Lease, dated March 20, 2014, between Registrant and Nassau Land Company, L.P. |
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10-K |
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001-36467 |
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10.33.2 |
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3/27/2015 |
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10.18.3 |
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Second Amendment to Lease, dated September 15, 2014, between Registrant and Nassau Land Company, L.P. |
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10-K |
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001-36467 |
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10.33.3 |
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3/27/2015 |
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10.19.1 |
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Standard Multi-Tenant Office Lease—Gross, dated November 14, 2013, between the Registrant and SeaBreeze I Venture—TIC |
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S-1 |
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333-193552 |
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10.34 |
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1/24/2014 |
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10.19.2 |
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Amendment No. One to Lease, dated May 5, 2015, between the Registrant and SeaBreeze I Venture—TIC |
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10-Q |
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001-36467 |
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10.1 |
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8/13/2015 |
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10.20* |
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Offer Letter between the Registrant and John Philpott, dated March 10, 2014 |
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S-1/A |
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333-193552 |
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10.37 |
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3/24/2014 |
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Exhibit |
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Incorporated by Reference |
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Filed | ||||||
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Number |
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Exhibit Description |
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Form |
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File Number |
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Exhibit |
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Filing Date |
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Herewith |
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10.21 |
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Warrant Agreement issued to MZ Group |
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10-Q |
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001-36467 |
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10.3 |
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8//8/2014 |
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10.22 |
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Warrant Agreement issued to Investors Relations Consultant |
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10-K |
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001-36467 |
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10.40 |
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3/27/2015 |
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10.23* |
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Form of Severance/Change-in-Control Agreement |
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10-K |
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001-36467 |
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10.41 |
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3/27/2015 |
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10.24* |
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Offer Letter between the Registrant and Mike Eddy, dated August 16, 2014 |
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10-K |
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001-36467 |
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10.42 |
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3/27/2015 |
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10.25* |
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Offer letter between the Registrant and George B. Holmes, dated February 9, 2016 |
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8-K |
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001-36467 |
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10.1 |
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2/29/2016 |
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10.26* |
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Restricted Stock Unit Agreement, with a grant date of February 29, 2016 between the Registrant and George B. Holmes |
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8-K |
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001-36467 |
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10.2 |
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2/29/2016 |
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21.1 |
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List of Subsidiaries |
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S-1 |
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333-193552 |
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21.1 |
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1/24/2014 |
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23.1 |
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Consent of Squar Milner LLP (formerly Squar, Milner, Peterson, Miranda & Williamson, LLP) |
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10-K |
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001-36467 |
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23.1 |
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3/25/2016 |
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23.2 |
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Consent of Crowe Horwath LLP |
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10-K |
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001-36467 |
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23.2 |
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3/25/2016 |
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24.1 |
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Power of Attorney (included on signature page) |
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10-K |
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001-36467 |
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24.1 |
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3/25/2016 |
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31.1 |
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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X |
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31.2 |
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1# |
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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10-K |
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001-36467 |
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32.1 |
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3/25/2016 |
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101.INS |
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XBRL Instance Document |
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10-K |
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001-36467 |
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101.INS |
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3/25/2016 |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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10-K |
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001-36467 |
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101.SCH |
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3/25/2016 |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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10-K |
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001-36467 |
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101.CAL |
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3/25/2016 |
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Exhibit |
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Incorporated by Reference |
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Filed | ||||||
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Number |
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Exhibit Description |
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Form |
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File Number |
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Exhibit |
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Filing Date |
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Herewith |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
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10-K |
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001-36467 |
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101.DEF |
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3/25/2016 |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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10-K |
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001-36467 |
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101.LAB |
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3/25/2016 |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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10-K |
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001-36467 |
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101.PRE |
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3/25/2016 |
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* Each a management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.
# The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Resonant Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.