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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~August~~September 1130, 2021

RESONANT INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-36467	45-4320930
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)


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. o

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnResonant ~~August~~Inc. ~~11,~~(“Resonant” ~~2021,~~or ~~Resonant~~the ~~Inc~~“Company”) and Murata Manufacturing Co., ~~announced~~Ltd. ~~its~~(“MMC”) ~~financial~~are ~~results~~parties ~~for~~to ~~the~~a ~~second~~Collaboration ~~quarter~~and ~~ended~~License ~~June~~Agreement, dated as of September 30, ~~2021. A~~2019 ~~copy~~(the “Collaboration Agreement”), pursuant to which the Company and MMC have been collaborating on the development of proprietary circuit designs using the ~~press~~Company’s ~~release~~XBAR® istechnology, ~~being~~and ~~furnished~~the asCompany ~~Exhibit~~licensed 99to MMC rights for products in four specific radio frequency bands.1 MMC agreed to ~~this~~pay ~~Current~~the ~~Report~~Company onup ~~Form~~to 8$9.0 million in pre-Kpaid royalties and other fees, of which $4.5 million has been paid.

~~The~~On ~~information~~September in30, ~~this~~2021, ~~Item~~Resonant ~~2.02~~and ofMMC ~~Current~~entered ~~Report~~into onAddendum ~~Form~~1 ~~8-K~~to Collaboration and ~~Exhibit~~License ~~99.1~~Agreement ~~attached~~(the ~~hereto~~“Addendum”), iswhich ~~intended~~amends toand besupplements ~~furnished~~the ~~and~~Collaboration ~~shall~~Agreement ~~not~~to beprovide ~~deemed~~for ~~“filed”~~the development of XBAR®-based designs for ~~purposes~~up ofto ~~Section~~four 18additional ofbands. For ~~the~~rights ~~Securities~~to ~~Exchange~~these ~~Act~~additional ofbands, ~~1934~~MMC (has agreed to pay the ~~“Exchange~~Company ~~Act”)~~a orminimum ~~otherwise~~of ~~subject~~$4.0 million and up to ~~the~~an ~~liabilities~~aggregate of ~~that~~between ~~section~~$8.0 million and $36.0 million in pre-paid royalties and other fees, ~~nor~~with ~~shall~~the itamount beof ~~deemed~~the ~~incorporated~~aggregate payments determined based on the complexity of the filter designs selected by ~~reference~~MMC for development. The future payments will be made in ~~any~~two ~~filing~~installments ~~under~~per band over a multi-year development period, with each installment conditional upon the ~~Securities~~Company’s ~~Act~~achievement of ~~1933~~certain ormilestones and deliverables acceptable to MMC in its discretion. MMC retains the ~~Exchange~~right ~~Act,~~to ~~except~~terminate asthe ~~expressly~~Collaboration ~~set~~Agreement ~~forth~~and byAddendum ~~specific~~at ~~reference~~any time upon thirty (30) days prior written notice to the Company. MMC’s rights to the Company’s XBAR® technology for use in ~~such~~mobile ~~filing~~communication devices continue to be exclusive through March 31, 2022.

A press release announcing the Addendum was issued on October 6, 2021, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

~~99.1 Press~~The ~~Release~~following ~~issued~~exhibits byare ~~Resonant~~filed ~~Inc.~~as ~~dated~~part ~~August~~of ~~11,~~this ~~2021~~Current Report on Form 8-K:

Exhibit Number Description

99.1 Press Relea se , dated Octobe r 6 , 202 1

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: ~~August~~October 116, 2021 Resonant Inc.


			By:			/s/ Martin S. McDermut
						Martin S. McDermut
						Chief Financial Officer

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