resn-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021


☐			Transition Report Pursuant 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)


Delaware						45-4320930
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

10900 Stonelake Blvd, Suite 100, Office 02-130

Austin, Texas 78759

(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:

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

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2021, the issuer had 65,710,592 shares of common stock issued and outstanding.

RESONANT INC.

TABLE OF CONTENTS


		Page No.

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Comprehensive Loss	2

	Condensed Consolidated Statements of Stockholders’ Equity	3

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	23

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

Signatures		27

Table of Content

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

RESONANT INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)


	September 30, 2021		December 31, 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	15,346	$	24,968

Accounts receivable	4,261		208
Prepaid expenses and other current assets	487		511
TOTAL CURRENT ASSETS	20,094		25,687
PROPERTY AND EQUIPMENT
Property and equipment	5,370		4,892
Less: Accumulated depreciation and amortization	(3,944)		(3,309)
PROPERTY AND EQUIPMENT, NET	1,426		1,583
OTHER NONCURRENT ASSETS
Intangibles, net	2,776		2,119
Restricted cash	55		105
Goodwill	861		911
Operating lease right-of-use assets	1,544		2,012
Finance lease right-of-use asset	170		201
Other assets	50		112
TOTAL OTHER NONCURRENT ASSETS	5,456		5,460
TOTAL ASSETS	$	26,976	$	32,730
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,280	$	982
Accrued expenses	299		449
Accrued salaries and payroll related expenses	2,894		1,970
Deferred revenue, current	1,358		1,721
Operating lease liabilities, current	571		699
Financing lease liabilities, current	40		30
TOTAL CURRENT LIABILITIES	6,442		5,851
LONG-TERM LIABILITIES
Deferred revenue	3,088		62
Operating lease liabilities, net of current portion	1,209		1,589
Financing lease liability, net of current portion	145		175
TOTAL LIABILITIES	10,884		7,677
Commitments and contingencies (Note 10)
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 100,000,000 authorized and 63,182,642 outstanding as of September 30, 2021 and 59,128,356 outstanding as of December 31, 2020	63		59
Preferred stock, $0.001 par value, 3,000,000 authorized and none outstanding as of September 30, 2021 and December 31, 2020	—		—
Additional paid-in capital	193,777		175,813
Accumulated other comprehensive income	34		87
Accumulated deficit	(177,782)		(150,906)
TOTAL STOCKHOLDERS’ EQUITY	16,092		25,053
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	26,976	$	32,730

See Accompanying Notes to Condensed Consolidated Financial Statements

Table of Content

RESONANT INC.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands, except share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
REVENUES	$	425	$	1,405	$	1,647	$	2,553

OPERATING EXPENSES
Research and development	5,857		4,413		17,093		14,720
Sales, marketing and administration	3,547		3,055		11,419		9,170
TOTAL OPERATING EXPENSES	9,404		7,468		28,512		23,890
NET OPERATING LOSS	(8,979)		(6,063)		(26,865)		(21,337)

OTHER INCOME (EXPENSE)
Interest and investment income (expense)	(3)		1		(9)		65
Other expense	(1)		(1)		(1)		(10)
TOTAL OTHER INCOME (EXPENSE), NET	(4)		—		(10)		55

LOSS BEFORE INCOME TAXES	(8,983)		(6,063)		(26,875)		(21,282)
Provision for income taxes	1		—		1		1
NET LOSS	$	(8,984)	$	(6,063)	$	(26,876)	$	(21,283)

Foreign currency translation adjustment, net of tax	(10)		27		(53)		44
COMPREHENSIVE LOSS	$	(8,994)	$	(6,036)	$	(26,929)	$	(21,239)


NET LOSS PER SHARE - BASIC AND DILUTED	$	(0.14)	$	(0.11)	$	(0.45)	$	(0.43)
Weighted average shares outstanding — basic and diluted	63,087,230		53,243,854		60,310,433		50,004,688

See Accompanying Notes to Condensed Consolidated Financial Statements

Table of Content

RESONANT INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance, January 1, 2021	59,128	$	59	$	175,813	$	(150,906)	$	87	$	25,053
Vesting of restricted stock units	195	—		—		—		—		—
Stock-based compensation	—	—		1,694		—		—		1,694
Sale of common stock net of offering costs	774	1		4,093		—		—		4,094
Exercise of stock options	104	—		291		—		—		291
Net loss	—	—		—		(8,823)		—		(8,823)
Foreign currency translation adjustments, net of tax	—	—		—		—		(62)		(62)
Balance, March 31, 2021	60,201	$	60	$	181,891	$	(159,729)	$	25	$	22,247
Vesting of restricted stock units	464	—		—		—		—		—
Stock-based compensation	—	—		2,230		—		—		2,230
Sale of common stock net of offering costs	2,295	3		7,803		—		—		7,806
Net loss	—	—		—		(9,069)		—		(9,069)
Foreign currency translation adjustments, net of tax	—	—		—		—		19		19
Balance, June 30, 2021	62,960	$	63	$	191,924	$	(168,798)	$	44	$	23,233
Vesting of restricted stock units	222	—		—		—		—		—
Stock-based compensation	—	—		1,852		—		—		1,852
Exercise of stock options	1	—		1		—		—		1
Net loss	—	—		—		(8,984)		—		(8,984)
Foreign currency translation adjustments, net of tax	—	—		—		—		(10)		(10)
Balance, September 30, 2021	63,183	$	63	$	193,777	$	(177,782)	$	34	$	16,092

Table of Content


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance, January 1, 2020	33,156	$	33	$	132,214	$	(122,492)	$	1	$	9,756
Vesting of restricted stock units	378	—		—		—		—		—
Stock-based compensation	—	—		1,338		—		—		1,338
Sale of common stock, net of offering costs	19,167	19		26,441		—		—		26,460
Net loss	—	—		—		(8,005)		—		(8,005)
Foreign currency translation adjustment, net of tax	—	—		—		—		9		9
Balance, March 31, 2020	52,701	$	52	$	159,993	$	(130,497)	$	10	$	29,558
Vesting of restricted stock units	405	1		—		—		—		1
Stock-based compensation	—	—		1,625		—		—		1,625
Additional offering costs in connection with February sale of common stock	—	—		(50)		—		—		(50)
Exercise of warrants	7	—		—		—		—		—
Net loss	—	—		—		(7,215)		—		(7,215)
Foreign currency translation adjustments, net of tax	—	—		—		—		8		8
Balance, June 30, 2020	53,113	$	53	$	161,568	$	(137,712)	$

SEC Form 10-Q filed by Resonant Inc.