UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~The ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~February~~March 1425, 2022

Resonant INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-36467	45-4320930
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
of incorporation)	File Number)	Identification No.)

10900 Stonelake Blvd, Suite 100, Office 02-130
Austin, Texas	78759
(Address of Principal Executive Offices)	(Zip Code)

10900 Stonelake Blvd., Suite 100, Office 02-130, Austin, Texas 78759
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (805) 308-9803

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if changed ~~area~~since ~~code~~last report.)

Not Applicable

(Former name or former address, if changed since last report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

~~Item~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

OnAs ~~February~~previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022, Resonant Inc., a Delaware corporation (~~“Resonant” or~~ the “Company”), entered into an Agreement and Plan of Merger, dated as of February 14, 2022 (the “Merger Agreement”), by and among the Company, Murata Electronics North America, Inc., a Texas ~~corporation~~ corporation (“Murata”), and PJ Cosmos Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of Murata (“Purchaser”). Murata is a wholly-owned subsidiary of Murata Manufacturing Co., Ltd., of Kyoto, Japan.

Pursuant to the ~~terms and subject to the conditions set forth in the~~ Merger Agreement, Purchaser ~~will~~commenced an ~~commence a~~ all-cash tender offer (the “Offer”) tofor ~~purchase~~ all ~~of the~~ outstanding shares of the Company’s common stock, par value $0.001 per share (~~the~~ “Shares”), at a purchase price of $4.50 per Share, net to the tendering stockholder in cash, without interest and less any required withholding taxes (the “Per Share Amount”). Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger”), and the Company will survive the Merger as a wholly-owned subsidiary of Murata. At the effective time of the Merger (the “Effective Time”), each outstanding Share (other than Shares held by (i) the Company, Murata or their respective subsidiaries immediately prior to the Effective Time and (ii) stockholders of the Company who have properly and validly perfected their statutory appraisal rights under the Delaware General Corporation Law (“DGCL”)) will automatically be converted into the right to receive the Per Share Amount on the terms and subject to the conditions set forth in the Merger Agreement. Consummation of the Offer and the Merger is not conditional on Murata’s receipt of financing.

~~Purchaser has agreed to~~The ~~commence the~~ Offer asexpired ~~promptly~~one asminute ~~reasonably~~following ~~practicable~~11:59 ~~but~~p.m., noEastern ~~later~~time, ~~than~~on March 1 25, 2022,. ~~and~~Computershare ~~the~~Inc. ~~Offer~~and ~~will~~Computershare ~~remain~~Trust Company, ~~open~~N.A., ~~for~~depositary ~~at least~~and 20paying ~~business~~agent ~~days.~~for ~~The~~the Offer, isadvised ~~subject~~that, toas of the ~~satisfaction~~expiration of ~~customary~~the ~~conditions~~Offer, ~~including,~~a ~~among~~total ~~others~~of 48,005,632 ~~that~~ ~~(i) at least that number of~~ Shares were validly tendered and not validly withdrawn ~~(other~~pursuant ~~than~~to the Offer (including Shares ~~tendered~~subject byto guaranteed delivery ~~where~~ ~~actual~~procedures ~~delivery~~that ~~has~~have not ~~occurred~~yet been received), which when added to ~~any~~the Shares ~~already~~ owned by Murata orand ~~any of~~ its controlled subsidiaries, ~~if any,~~ ~~equal~~represent aapproximately ~~majority~~75.57% of the outstanding Shares. asEach ofcondition ~~immediately prior~~ to the ~~time at which Purchaser first accepts for payment the Shares tendered in the~~ Offer, ~~(ii) the~~was ~~expiration~~satisfied or ~~termination~~waived, ofand, ~~the applicable waiting period under the Hart-Scott-Rodino~~on ~~Antitrust Improvements Act of 1976~~March 28, ~~as amended~~2022, ~~and~~Purchaser ~~(iii) the~~irrevocably ~~other~~accepted ~~conditions~~for ~~set~~payment ~~forth~~all inShares ~~Annex~~that Awere tovalidly ~~the~~tendered ~~Merger~~and ~~Agreement have~~not ~~been satisfied or waived~~withdrawn.

~~The~~On March 28, ~~Merger~~2022, ~~Agreement~~following ~~contemplates~~consummation ~~that~~of the ~~Merger~~Offer, Purchaser merged with and into the Company, with the Company surviving ~~will~~the beMerger ~~effected~~as a wholly-owned subsidiary of Murata. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), ~~which~~with ~~permits~~no ~~completion~~vote of the Company’s stockholders required to consummate the Merger. ~~upon~~At the ~~collective~~effective ~~ownership~~time byof ~~Murata~~the Merger (the “Effective Time”), all outstanding Shares not tendered ~~Purchaser~~in ~~and~~the ~~any~~Offer (other ~~subsidiary~~than ofShares held by (i) the Company, Murata ofor ~~one~~their ~~share~~respective ~~more~~subsidiaries ~~than~~immediately ~~50%~~prior ofto the ~~number~~Effective Time and (ii) stockholders of ~~Shares~~the ~~that~~Company ~~are~~who ~~then~~have ~~issued~~properly and ~~outstanding, and~~validly ifperfected their statutory appraisal rights under the ~~Merger~~DGCL) were isconverted sointo ~~effected~~the ~~pursuant~~right to ~~Section 251(h)~~receive of the ~~DGCL,~~Per noShare ~~stockholder~~Amount ~~vote~~on ~~will~~the beterms ~~required~~and subject to ~~consummate~~the condition set forth in the Merger Agreement.

The ~~board~~foregoing ofsummary ~~directors~~ of the ~~Company~~Merger ~~has~~Agreement ~~unanimously: (i) determined that~~ and the transactions contemplated bythereby ~~the~~does ~~Merger~~not ~~Agreement,~~purport ~~including the~~to ~~Offer~~be complete and ~~the~~is ~~Merger,~~subject ~~are fair~~ to, and qualified in ~~the~~its ~~best~~entirety ~~interests of~~by, the ~~Company~~full ~~and its stockholders; (ii) approved, adopted and declared~~text ~~advisable~~of the Merger Agreement ~~and~~attached ~~the transactions contemplated thereby, including the Offer and the Merger; (iii) resolved that the Merger shall be effected~~ as ~~soon~~Exhibit 2.1 asto ~~practicable following~~ the ~~completion~~Current ofReport ~~the~~on ~~Offer~~Form 8-K ~~without~~filed aby ~~vote of~~ the Company’s ~~stockholders pursuant~~on ~~to Section 251(h) of the DGCL; and (iv) subject to the terms of the Merger Agreement~~February 14, ~~resolved~~2022 and ~~agreed~~incorporated toherein ~~recommend~~by ~~that holders of Shares accept the Offer and tender their Shares pursuant to the Offer~~reference.

~~The~~Item ~~Company,~~2.01 ~~Murata~~Completion ~~and Purchaser have made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including covenants regarding the operation~~ of ~~the~~Acquisition ~~Company’s~~or ~~business~~Disposition ~~prior to the closing~~ of ~~the Merger~~Assets.

~~The~~As described ~~Company~~in ~~has~~the ~~agreed~~Introductory ~~not~~Note ~~to solicit~~above, ~~initiate or~~on ~~knowingly~~March 28, ~~facilitate~~2022, orPurchaser ~~engage~~irrevocably inaccepted ~~discussions~~for ~~concerning,~~payment ~~alternative~~all ~~proposals~~Shares ~~for~~validly ~~the~~tendered and ~~acquisition~~not ofwithdrawn ~~the~~pursuant ~~Company. However, subject~~ to the ~~satisfaction~~Offer ofon ~~certain~~or ~~conditions,~~prior to the ~~Company~~expiration ~~and~~of ~~its~~the ~~board~~Offer. ofOn ~~directors~~March 28, (2022, the ~~“Board”),~~Merger aswas ~~applicable,~~completed ~~are~~pursuant ~~permitted~~ to ~~take~~Section 251(h) of ~~certain~~the ~~actions which may~~DGCL, aswith ~~more~~no ~~fully~~vote ~~described~~of in the ~~Merger~~Company’s ~~Agreement,~~stockholders ~~include~~required ~~terminating~~to consummate the Merger ~~Agreement,~~. orUpon ~~changing~~ the ~~Board’s~~consummation ~~recommendation, following receipt~~ of anthe ~~unsolicited proposal~~Merger, if the ~~Board~~Company ~~concludes~~became ina ~~good~~wholly-owned ~~faith~~subsidiary ~~after consultation~~of ~~with its advisors that failure to do so would be inconsistent with its fiduciary duties~~Murata.

The ~~Merger Agreement contains certain termination~~ ~~rights~~aggregate ~~for~~consideration ~~each~~paid ofin the ~~Company~~Offer and ~~Murata and further provides that upon termination of the~~ Merger ~~Agreement~~for ~~under~~all ~~specified~~outstanding ~~circumstances the~~Shares, ~~Company~~was ~~may~~approximately ~~be required to pay Murata a termination fee of~~ $11.2 million. The Merger Agreement also provides that upon termination of the Merger Agreement under specified circumstances Murata may be required to pay the Company a termination fee of $15.0 million. In addition289, ~~upon termination of the Merger Agreement under specified circumstances~~886,769, ~~the~~which ~~Company~~was ~~may be required to reimburse Murata for~~funded upfrom ~~to $3.0 million of expenses. Any expenses the Company reimburses~~ Murata’s ~~would~~cash beon ~~offset against and reduce the amount of the termination fee otherwise payable by the Company to Murata~~hand.

The ~~foregoing~~information ~~summary~~contained ~~of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified~~ in ~~its entirety by,~~ the ~~full~~Introductory ~~text~~Note of ~~the Merger Agreement filed as Exhibit 2.1 to~~ this Current Report on Form 8-K, ~~which~~ is incorporated ~~herein~~ by reference. ~~The~~into ~~Merger Agreement~~this ~~has~~Item ~~been attached to provide investors with information regarding its terms~~2. ~~It is not intended to provide any other factual information about the Company, Murata or Purchaser~~01. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Murata and Purchaser, rather than establishing matters of fact. Any inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with the Merger Agreement without notice or liability to any other person. Any information concerning the subject matter of such representations and warranties may have changed, and may continue to change, since the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in the Company’s public reports. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Murata or Purchaser. The Company’s stockholders are not third-party beneficiaries of the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates.

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnIn connection ~~February~~with 14the consummation of the Merger, ~~2022~~the Company (~~February~~i) notified ~~15,~~the ~~2022~~Nasdaq inStock ~~Japan~~Market LLC (“Nasdaq”), ~~Resonant~~of the consummation of the Merger and ~~Murata~~(ii) requested ~~Manufacturing~~that ~~Co.~~Nasdaq (x) halt and suspend trading in the Shares as of the close of business on March 25, ~~Ltd.~~2022 ~~issued~~and (y) file with the SEC a ~~joint~~Notification ~~press~~of ~~release~~Removal ~~relating~~from Listing and/or Registration on Form 25 to delist and deregister the ~~Merger~~Shares ~~Agreement~~under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AAdditionally, ~~copy~~the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the ~~press~~Exchange ~~release~~Act, requesting that the Company’s reporting obligations under Sections 13 and is15(d) of ~~attached~~the ~~hereto~~Exchange asAct ~~Exhibit~~be ~~99.1~~suspended and the Common Stock be deregistered under Section 12(b) of the Exchange Act, at the time such filing is ~~incorporated~~permitted ~~herein~~under bySEC ~~reference~~rules.

Item 93.~~01.~~03 ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~(d) Exhibits~~The information set forth in the Introductory Note and under Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~The~~Item ~~following~~5.01 ~~exhibits~~Changes ~~are~~in ~~filed~~Control ~~herewith:~~of Registrant.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of February 14, 2022, by and among Resonant Inc., Murata Electronics North America, Inc. and PJ Cosmos Acquisition Company, Inc.*
99.1		Press Release, dated February 14, 2022.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer, a change in control of the Company occurred.

* The ~~Company~~information ~~will~~set ~~furnish~~forth ~~supplementally~~in ~~a copy of any omitted schedule or exhibit to~~ the ~~SEC~~Introductory ~~upon~~Note and ~~request;~~under ~~provided~~Items 2.01, ~~however~~5.02, ~~that~~and ~~the~~5.03 ~~Company~~of ~~may~~this ~~request~~Current ~~confidential~~Report ~~treatment~~on ~~pursuant to Rule 24b~~Form 8-2K ofis ~~the~~incorporated ~~Securities~~by ~~Exchange~~reference ~~Act~~into ofthis ~~1934,~~Item ~~as amended, for any schedule or exhibit so furnished~~5.01.

3Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~Important~~On ~~Information~~March 28, 2022, in connection with the Merger, Rubén Caballero, Michael J. Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F. Rankin and ~~Where~~Robert Tirva Toeach ~~Find~~resigned Itfrom his or her position as a member of the Company board of directors, effective immediately. These departures were not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices. On March 28, 2022, Masanori Minamide, David Kirk, and Takaki Murata were appointed as directors of the Company, effective immediately. Takaki Murata is currently serving as the interim Chief Executive Officer for pSemi. He has served in various other positions at Murata and its subsidiaries, including as a director of the RF Device division, Module Business Unit beginning in 2020. The qualifications, including the professional backgrounds and employment histories, of Masanori Minamide and David Kirk set forth on Schedule I of Exhibit (a)(1)(A) of the Tender Offer Statement on Schedule TO filed by Murata and Purchaser with the SEC on February 28, 2022 (as amended or supplemented from time to time, the “Schedule TO”), are incorporated by reference into this Item 5.02.

The tender offer described herein (the “Offer”) has not yet commenced. No statement in this document is an offer to purchase or a solicitation of an offer to sell any shares of the common stock of Resonant or any other securities. At the time the Offer is commenced, Murata and Purchaser will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”), and Resonant will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Any offers to purchase or solicitations of offers to sell may be made only pursuant to such tender offer statement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These materials, when prepared and ready for release, will be made available to Resonant’s stockholders at no expense to them. In addition, investors and security holders may obtain a free copy of such materials (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer, which will be named in the tender offer statement.3

~~Forward-Looking~~On ~~Statements~~March 28, 2022, the Company’s board of directors removed each of George B. Holmes, Martin McDermut, Lisa Wolf, and Clint Brown from their respective positions as Chief Executive Officer and President, Chief Financial Officer and Secretary, Chief Accounting Officer, and Senior Vice President, Sales and Marketing of the Company. Immediately following such removal, the Company’s board of directors appointed Takaki Murata to serve as Chief Executive Officer and Kohei Tominaga to serve as Treasurer. The qualifications, including the professional background and employment history, of Kohei Tominaga set forth on Schedule I of Exhibit (a)(1)(A) of the Schedule TO are incorporated by reference into this Item 5.02.

~~Certain~~Item statements either contained in or incorporated by reference into this report, other than purely historical information, including estimates, projections and statements relating to the Company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements5.”03 ~~These~~Amendments ~~forward-looking statements generally include statements that are predictive in nature and depend upon or refer~~ to ~~future~~Articles events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of ~~the~~Incorporation Company, Murata and Purchaser to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this report are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the risk that competing offers or ~~acquisition~~Bylaws; ~~proposals~~Change will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the transactions contemplated by the Merger Agreement on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in ~~connection~~Fiscal with the Offer or the Merger may result in significant costs of defense, indemnification and liability; other uncertainties pertaining to the business of the Company, including those set forth in the Company’s filings with the SEC, especially in “Item 1AYear. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 12, 2021 and in other periodic reports and filings with the SEC from time to time, including the Company’s Quarterly Reports on Form 10-Q. The reader is cautioned not to unduly rely on these forward-looking statements. The Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

4Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~(d) Exhibits

Date: February 14, 2022	Resonant Inc.
Exhibit Number		Description of Exhibit
	By:	/s/ Martin S. McDermut
2.1		Agreement and Plan of Merger, dated as of February 14, 2022, by and among Resonant Inc., Murata Electronics North America, Inc. and PJ Cosmos Acquisition Company, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 14, 2022)*
		Martin S. McDermut
3.1		Amended and Restated Certificate of Incorporation of Resonant Inc.
		Chief Financial Officer
3.2		Amended and Restated Bylaws of Resonant Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

5* The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 28, 2022

	RESONANT INC.


	By:	/s/ Takaki Murata
	Name: Takaki Murata
	Title:    Chief Executive Officer

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