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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Resonant Inc | NASDAQ:RESN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.48 | 4.93 | 4.26 | 0 | 01:00:00 |
x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
45-4320930
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
|
RESN
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
ý
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
ý
|
|
|
|
Emerging growth company
|
ý
|
|
|
Page No.
|
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|
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|
|
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||
|
|
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||
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|
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||
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|
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||
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|
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|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
REVENUES
|
|
$
|
134,000
|
|
|
$
|
157,000
|
|
|
|
|
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
||||
Research and development
|
|
4,386,000
|
|
|
3,254,000
|
|
||
Sales, marketing and administration
|
|
2,985,000
|
|
|
2,665,000
|
|
||
TOTAL OPERATING EXPENSES
|
|
7,371,000
|
|
|
5,919,000
|
|
||
NET OPERATING LOSS
|
|
(7,237,000
|
)
|
|
(5,762,000
|
)
|
||
|
|
|
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
||||
Interest and investment income
|
|
106,000
|
|
|
48,000
|
|
||
Other expense
|
|
(5,000
|
)
|
|
(2,000
|
)
|
||
TOTAL OTHER INCOME, NET
|
|
101,000
|
|
|
46,000
|
|
||
|
|
|
|
|
||||
LOSS BEFORE INCOME TAXES
|
|
(7,136,000
|
)
|
|
(5,716,000
|
)
|
||
Provision for income taxes
|
|
1,000
|
|
|
—
|
|
||
NET LOSS
|
|
$
|
(7,137,000
|
)
|
|
$
|
(5,716,000
|
)
|
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
(10,000
|
)
|
|
21,000
|
|
||
COMPREHENSIVE LOSS
|
|
$
|
(7,147,000
|
)
|
|
$
|
(5,695,000
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
|
$
|
(0.26
|
)
|
|
$
|
(0.28
|
)
|
Weighted average shares outstanding — basic and diluted
|
|
27,547,931
|
|
|
20,176,372
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||
Balance, January 1, 2019
|
27,391,290
|
|
|
$
|
27,000
|
|
|
$
|
115,450,000
|
|
|
$
|
(92,564,000
|
)
|
|
$
|
(15,000
|
)
|
|
$
|
22,898,000
|
|
Vesting of restricted stock units
|
116,997
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,040,000
|
|
|
—
|
|
|
—
|
|
|
1,040,000
|
|
|||||
Exercise of warrants
|
140,000
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,137,000
|
)
|
|
—
|
|
|
(7,137,000
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|||||
Balance, March 31, 2019
|
27,648,287
|
|
|
$
|
27,000
|
|
|
$
|
116,890,000
|
|
|
$
|
(99,701,000
|
)
|
|
$
|
(25,000
|
)
|
|
$
|
17,191,000
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||
Balance, January 1, 2018
|
19,511,276
|
|
|
$
|
20,000
|
|
|
$
|
88,447,000
|
|
|
$
|
(67,748,000
|
)
|
|
$
|
(7,000
|
)
|
|
$
|
20,712,000
|
|
Vesting of restricted stock units
|
184,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,108,000
|
|
|
—
|
|
|
—
|
|
|
1,108,000
|
|
|||||
Sales of common stock, net of offering costs
|
5,714,286
|
|
|
6,000
|
|
|
18,375,000
|
|
|
—
|
|
|
—
|
|
|
18,381,000
|
|
|||||
Exercise of warrants
|
15,000
|
|
|
—
|
|
|
43,000
|
|
|
—
|
|
|
—
|
|
|
43,000
|
|
|||||
Common stock issued in exchange for warrants
|
242,913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,716,000
|
)
|
|
—
|
|
|
(5,716,000
|
)
|
|||||
Foreign currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,000
|
|
|
21,000
|
|
|||||
Balance, March 31, 2018
|
25,668,293
|
|
|
$
|
26,000
|
|
|
$
|
107,973,000
|
|
|
$
|
(73,464,000
|
)
|
|
$
|
14,000
|
|
|
$
|
34,549,000
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net Loss
|
$
|
(7,137,000
|
)
|
|
$
|
(5,716,000
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
253,000
|
|
|
195,000
|
|
||
Stock-based compensation
|
1,354,000
|
|
|
963,000
|
|
||
Non-cash loss on disposal of assets
|
1,000
|
|
|
—
|
|
||
Non-cash investment income
|
(17,000
|
)
|
|
—
|
|
||
Non-cash patent write-off
|
16,000
|
|
|
8,000
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
116,000
|
|
|
(95,000
|
)
|
||
Prepaid expenses and other current assets
|
(45,000
|
)
|
|
80,000
|
|
||
Restricted cash
|
—
|
|
|
(100,000
|
)
|
||
Operating lease right-of-use assets
|
55,000
|
|
|
—
|
|
||
Other assets
|
1,000
|
|
|
—
|
|
||
Accounts payable
|
69,000
|
|
|
403,000
|
|
||
Accrued expenses
|
11,000
|
|
|
(79,000
|
)
|
||
Accrued salaries and payroll related expenses
|
(696,000
|
)
|
|
(526,000
|
)
|
||
Customer deposits
|
—
|
|
|
130,000
|
|
||
Operating lease liabilities
|
(11,000
|
)
|
|
—
|
|
||
Deferred revenue
|
(67,000
|
)
|
|
—
|
|
||
Net cash used in operating activities
|
(6,097,000
|
)
|
|
(4,737,000
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Purchases of property and equipment
|
(303,000
|
)
|
|
(519,000
|
)
|
||
Expenditures for patents and domain names
|
(105,000
|
)
|
|
(43,000
|
)
|
||
Redemption of investments held-to-maturity
|
19,359,000
|
|
|
—
|
|
||
Purchase of investments held-to-maturity
|
(8,956,000
|
)
|
|
(24,985,000
|
)
|
||
Net cash provided by (used in) investing activities
|
9,995,000
|
|
|
(25,547,000
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Net proceeds from the sale of common stock from underwritten public offering
|
—
|
|
|
18,381,000
|
|
||
Proceeds from exercise of warrants
|
400,000
|
|
|
43,000
|
|
||
Net cash provided by financing activities
|
400,000
|
|
|
18,424,000
|
|
||
Effects of exchange rates on cash, cash equivalents and restricted cash
|
(1,000
|
)
|
|
3,000
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
4,297,000
|
|
|
(11,857,000
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
|
4,605,000
|
|
|
19,624,000
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
|
$
|
8,902,000
|
|
|
$
|
7,767,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||
Taxes Paid
|
$
|
1,000
|
|
|
$
|
3,000
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
|
|
|
|
||||
Restricted stock units issued in settlement of liability
|
$
|
—
|
|
|
$
|
436,000
|
|
Property and equipment included in accounts payable
|
$
|
124,000
|
|
|
$
|
8,000
|
|
Property and equipment included in accrued liabilities
|
$
|
92,000
|
|
|
$
|
—
|
|
Patents included in accounts payable
|
$
|
23,000
|
|
|
$
|
35,000
|
|
Patents included in accrued liabilities
|
$
|
19,000
|
|
|
$
|
—
|
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
8,691,000
|
|
|
$
|
7,767,000
|
|
Restricted cash
|
211,000
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
8,902,000
|
|
|
$
|
7,767,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Contract assets
|
|
|
|
||||
Contract assets, beginning
|
$
|
36,000
|
|
|
$
|
67,000
|
|
Contract assets at beginning of year transferred to accounts receivable
|
—
|
|
|
(42,000
|
)
|
||
Contract assets recorded on contracts during the period
|
13,000
|
|
|
2,000
|
|
||
Contract assets, ending
|
$
|
49,000
|
|
|
$
|
27,000
|
|
|
|
|
|
||||
Contract liabilities
|
|
|
|
||||
Contract liabilities, beginning
|
$
|
271,000
|
|
|
$
|
140,000
|
|
Recognition of revenue included in beginning of year contract liabilities
|
(112,000
|
)
|
|
(72,000
|
)
|
||
Contract liabilities, net of revenue recognized on contracts during the period
|
45,000
|
|
|
208,000
|
|
||
Foreign currently translation
|
$
|
—
|
|
|
$
|
2,000
|
|
Contract liabilities, ending
|
$
|
204,000
|
|
|
$
|
278,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue by geographic region:
|
|
|
|
||||
United States
|
$
|
134,000
|
|
|
$
|
137,000
|
|
Switzerland
|
—
|
|
|
20,000
|
|
||
Total revenue
|
$
|
134,000
|
|
|
$
|
157,000
|
|
|
|
|
|
||||
Revenue by source:
|
|
|
|
||||
Design services
|
$
|
125,000
|
|
|
$
|
107,000
|
|
Royalties
|
9,000
|
|
|
50,000
|
|
||
Total revenue
|
$
|
134,000
|
|
|
$
|
157,000
|
|
|
Issued and
Outstanding
Warrants as of
January 1, 2018
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of March 31, 2018
|
|||
Bridge Warrants
|
249,999
|
|
|
(249,999
|
)
|
(1)
|
—
|
|
Consulting Warrants
|
12,223
|
|
|
—
|
|
|
12,223
|
|
Financing Warrants
|
62,530
|
|
|
—
|
|
|
62,530
|
|
Underwriting Warrants
|
310,500
|
|
|
—
|
|
|
310,500
|
|
IR Consulting Warrants
|
6,000
|
|
|
—
|
|
|
6,000
|
|
Private Placement Warrants - 2016
|
891,063
|
|
|
(15,000
|
)
|
(2)
|
876,063
|
|
Underwriting Warrants - Public Offering 2016
|
122,175
|
|
|
—
|
|
|
122,175
|
|
Private Placement Warrants - September 2017
|
1,976,919
|
|
|
—
|
|
|
1,976,919
|
|
Placement Agent Warrants
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
3,730,255
|
|
|
(264,999
|
)
|
|
3,465,256
|
|
|
Exercise Price
|
|
Expiration Date
|
|
Issued and
Outstanding
Warrants as of
January 1, 2019
|
|
Warrants
Exercised/
Expired
|
|
Issued and Outstanding Warrants as of March 31, 2019
|
|||
Consulting Warrants
|
$0.01
|
|
6/17/2020
|
|
6,667
|
|
|
—
|
|
|
6,667
|
|
Financing Warrants
|
$3.35
|
|
6/17/2020
|
|
62,530
|
|
|
—
|
|
|
62,530
|
|
Underwriting Warrants
|
$7.50
|
|
5/28/2019
|
|
310,500
|
|
|
—
|
|
|
310,500
|
|
Private Placement Warrants - 2016
|
$2.86
|
|
4/25/2019
|
|
818,063
|
|
|
(140,000
|
)
|
(1)
|
678,063
|
|
Underwriting Warrants - Public Offering 2016
|
$4.25
|
|
9/9/2019
|
|
122,175
|
|
|
—
|
|
|
122,175
|
|
Private Placement Warrants - September 2017
|
$4.85
|
|
9/28/2020
|
|
1,966,319
|
|
|
—
|
|
|
1,966,319
|
|
Placement Agent Warrants
|
$4.85
|
|
9/28/2020
|
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
|
|
|
|
3,385,100
|
|
|
(140,000
|
)
|
|
3,245,100
|
|
(1)
|
During the three months ended
March 31, 2019
, there were
140,000
warrants exercised for cash.
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Common stock warrants
|
3,245,100
|
|
|
3,465,256
|
|
Common stock options
|
1,294,028
|
|
|
1,080,152
|
|
Non-vested restricted stock unit awards
|
2,548,400
|
|
|
1,555,769
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
7,087,528
|
|
|
6,101,177
|
|
|
|
Stock Option Grants Awarded During the Three Months Ended March 31, 2019
|
|
Stock Option Grants Awarded During the Three Months Ended March 31, 2018
|
Stock Price
|
|
$1.52 to $2.98
|
|
$5.01 to $5.96
|
Dividend Yield
|
|
0.00%
|
|
0.00%
|
Expected Volatility
|
|
70%
|
|
70%
|
Risk-free interest rate
|
|
2.52% - 2.62%
|
|
2.50% - 2.61%
|
Expected Life
|
|
7 years
|
|
7 years
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Outstanding, January 1, 2019
|
1,255,280
|
|
|
$
|
4.82
|
|
|
$
|
3.03
|
|
|
7.75
|
Granted
|
40,000
|
|
|
2.23
|
|
|
1.51
|
|
|
9.84
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled / Forfeited
|
(1,252
|
)
|
|
4.62
|
|
|
2.79
|
|
|
—
|
||
Outstanding, March 31, 2019
|
1,294,028
|
|
|
$
|
4.74
|
|
|
$
|
2.98
|
|
|
7.57
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|||||
Exercisable, January 1, 2019
|
843,019
|
|
|
$
|
5.02
|
|
|
$
|
3.13
|
|
|
7.23
|
Vested
|
42,436
|
|
|
4.37
|
|
|
2.74
|
|
|
8.01
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
||
Canceled / Forfeited
|
(1,252
|
)
|
|
4.62
|
|
|
2.79
|
|
|
—
|
||
Exercisable, March 31, 2019
|
884,203
|
|
|
$
|
4.99
|
|
|
$
|
3.11
|
|
|
7.04
|
Options Outstanding
|
|
Options Exercisable
|
||||||
Exercise
Price
|
|
Outstanding
Number of
Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Options
|
||
$1.52 – $3.00
|
|
201,183
|
|
|
6.87
|
|
109,889
|
|
$3.25 – $4.92
|
|
651,045
|
|
|
8.21
|
|
413,854
|
|
$5.01 – $6.00
|
|
281,500
|
|
|
5.70
|
|
220,775
|
|
$6.18 – $7.20
|
|
70,000
|
|
|
5.79
|
|
56,255
|
|
$7.54 – $7.80
|
|
67,800
|
|
|
5.88
|
|
60,930
|
|
$8.06 – $12.98
|
|
22,500
|
|
|
5.80
|
|
22,500
|
|
|
|
1,294,028
|
|
|
7.04
|
|
884,203
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-
Average
Grant-Date Fair
Value Per Share
|
|||
Outstanding at January 1, 2019
|
1,921,594
|
|
|
$
|
4.78
|
|
Granted
|
743,803
|
|
|
3.25
|
|
|
Vested
|
(116,997
|
)
|
|
5.50
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding at March 31, 2019
|
2,548,400
|
|
|
$
|
4.30
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||
Research and development
|
|
$
|
633,000
|
|
|
$
|
531,000
|
|
Sales, marketing and administration
|
|
721,000
|
|
|
432,000
|
|
||
Total stock-based compensation
|
|
$
|
1,354,000
|
|
|
$
|
963,000
|
|
|
Balance Sheet Line Item
|
|
March 31, 2019
|
|
|
Operating lease assets
|
Operating lease right-of-use assets
|
|
$
|
2,928,000
|
|
Current operating lease liabilities
|
Operating lease liabilities, current
|
|
$
|
134,000
|
|
Noncurrent operating lease liabilities
|
Operating lease liabilities
|
|
$
|
2,919,000
|
|
Total operating lease liabilities
|
N/A
|
|
$
|
3,053,000
|
|
|
|
March 31, 2019
|
Weighted average remaining lease term (years)
|
|
4.93
|
Weighted average discount rate (%)
|
|
4.75
|
|
|
March 31, 2019
|
|
|
April 1, 2019 through December 31, 2019
|
|
$
|
485,000
|
|
2020
|
|
726,000
|
|
|
2021
|
|
748,000
|
|
|
2022
|
|
557,000
|
|
|
2023
|
|
555,000
|
|
|
2024
|
|
376,000
|
|
|
Total undiscounted future minimum lease payments
|
|
$
|
3,447,000
|
|
Less: imputed interest
|
|
$
|
394,000
|
|
Total operating lease liabilities
|
|
$
|
3,053,000
|
|
|
December 31, 2018
|
||
2019
|
$
|
620,000
|
|
2020
|
726,000
|
|
|
2021
|
748,000
|
|
|
2022
|
557,000
|
|
|
2023
|
555,000
|
|
|
2024
|
376,000
|
|
|
Future minimum obligations
|
$
|
3,582,000
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
3.1
|
|
|
8-K
|
|
001-36467
|
|
3.1
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
8-K
|
|
001-36467
|
|
3.2
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1#
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
Date:
|
May 8, 2019
|
Resonant Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Martin S. McDermut
|
|
|
|
Martin S. McDermut
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Resonant Chart |
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