Resonant Inc. Announces Signing of Securities Purchase Agreement to Raise up to $6 Million in Gross Proceeds

GOLETA, Calif.--()--Resonant Inc. (NASDAQ: RESN), a developer of innovative filter designs for radio frequency front-ends (RFFEs) for the mobile device industry, today announced it has entered into a definitive agreement with various institutional and individual accredited investors and certain of its officers and directors to raise gross proceeds of up to $6 million in a private placement of units at a per-unit price of $2.985 (the Offering).

Each unit consists of one share of the Company’s common stock, par value $0.001 per share (Common Stock), and one warrant to purchase one share of Common Stock at an exercise price of $2.86 per share. The warrant is exercisable for a period commencing six months and ending three years from the date of the closing of the Offering. Resonant anticipates using the net proceeds from the fund raising to continue its product development efforts and business development activities, and for general and administrative purposes.

National Securities Corporation, a wholly owned subsidiary of National Holdings, Inc. (NASDAQ:NHLD), and Drexel Hamilton, LLC are acting as co-placement agents for the Offering.

The Offering is expected to close on or prior to April 26, 2016, subject to satisfaction of customary closing conditions. The warrants will not be separately listed for trading. Details of the Offering will be included in a Current Report on Form 8-K filed shortly after closing.

Resonant will be required to file a resale registration statement with the Securities and Exchange Commission within 30 days following the closing that covers the resale by the purchasers of the shares of Common Stock, and the shares of Common Stock underlying the warrants, purchased by them in the Offering.

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. This press release 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 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.

About Resonant® Inc.

Resonant is creating innovative filter designs for the RFFE for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for analog signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise. For more information, please visit www.resonant.com.

About Resonant’s ISN® Technology

Resonant can create designs for hard bands and complex requirements that can be manufactured for half the cost and developed in half the time of traditional approaches. The Company’s large suite of proprietary mathematical methods, software design tools and network synthesis techniques enable the ability to explore a much bigger set of possible solutions and quickly derive the better ones. These improved filters still use existing manufacturing methods (i.e. SAW) and can perform as well as those using higher cost methods (i.e. BAW). While most of the industry designs surface acoustic wave filters using a coupling-of-modes model, Resonant uses circuit models and physical models. Circuit models are computationally much faster, and physical models are highly accurate models based entirely on fundamental material properties and dimensions. Resonant’s method delivers excellent predictability, enabling achievement of the desired product performance in roughly half as many turns through the fab. In addition, because Resonant’s models are fundamental and therefore speak the “fab language” of basic material properties and dimensions, integration with foundry partners and fab customers is eased.

Safe Harbor for Forward-Looking Statements

This press release contains forward-looking statements regarding the expected closing of the private placement and the intended use of proceeds from the offering. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the satisfaction of the conditions to closing of the offering, risks associated with the cash requirements of our business and other risks detailed from time to time in our filings with the Securities and Exchange Commission, and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.

Contacts

Investor Relations Contacts:
Resonant
Ina McGuinness, 1-805-308-9488
IR@resonant.com
or
MZ North America
Matt Hayden, 1-949-259-4986
matt.hayden@mzgroup.us

Contacts

Investor Relations Contacts:
Resonant
Ina McGuinness, 1-805-308-9488
IR@resonant.com
or
MZ North America
Matt Hayden, 1-949-259-4986
matt.hayden@mzgroup.us