WARRANTS | WARRANTS From time to time, we have issued warrants to purchase shares of common stock. These warrants have been issued in connection with financing transactions and for consulting services. Our warrants are subject to standard anti-dilution provisions applicable to shares of our common stock. Bridge Warrants In connection with and as an inducement to make the bridge loans in January and March 2013 , Resonant LLC issued to each of our three founders 5 -year warrants to purchase Class B units of Resonant LLC at an exercise price of $0.40 per unit, which we refer to as the Bridge Warrants. The Bridge Warrants were issued in two tranches, at the same time the bridge loan was funded, with each founder receiving warrants for 20,833 Class B units on each of January 31, 2013 (for a total of 62,499 Class B units) and March 19, 2013 (for a total of 62,499 Class B units). The founders paid an aggregate of $1,000 in cash for the Bridge Warrants. On June 17, 2013 , in connection with our acquisition of all of the outstanding membership interests of Resonant LLC in an exchange transaction, the founders exchanged their Bridge Warrants to purchase an aggregate of 124,998 Class B units of Resonant LLC for Bridge Warrants to purchase an aggregate of 249,999 shares of our common stock at an exercise price of $0.20 per share. All other terms of the Bridge Warrants remained the same. In January 2018, we entered into an agreement with our founders to exchange all of the warrants for an amount of shares that would equal the number of shares they would have received if exercised under a cashless exercise. The effect of exchanging the warrants for shares of our common stock was considered a modification of the award which required us to record expense for the excess of the fair value of the common stock issued over the fair value of the exchanged warrants. On the date of the exchange the fair value of the warrants was determined to be $1.6 million and the fair value of the shares of common stock issued were $1.6 million . There was a difference in fair value of $2,000 which was recorded to sales, marketing and administration expenses during the year ended December 31, 2018. Consulting Warrant, Financing Warrant and Underwriting Warrant Upon consummation of our Senior Convertible Note financing in June 2013, we issued warrants for business consulting services provided by MDB Capital Group, LLC, or MDB. We issued a 7 -year warrant to purchase 222,222 shares of our common stock at an exercise price of $0.01 per share, which we refer to as the Consulting Warrant. The Consulting Warrant is exercisable six months after the completion of our initial public offering, or IPO, in 2014 and expires June 17, 2020 . In addition, for placement agent services provided by MDB in connection with our Senior Convertible Note financing, we issued to MDB a 7 -year warrant to purchase 208,763 shares of our common stock at an exercise price of $3.35 per share, which we refer to as the Financing Warrant. The Financing Warrant is exercisable six months after the completion of our IPO and expires June 17, 2020 . In connection with the closing of our IPO, we also issued a third warrant to MDB related to their role as the sole underwriter for our IPO, which we refer to as the Underwriting Warrant. We issued them a 5 -year warrant to purchase 310,500 shares of common stock at an exercise price of $7.50 per share. The warrant was not exercisable until November 24, 2014 ( 180 -days from the date of the underwriting agreement) and expires May 28, 2019 . Investor Relations Warrant In August 2014 and October 2014 , we entered into agreements with our investor relations firm, or IR Firm, and an IR consultant to provide us with investor relations services. Pursuant to the IR Firm agreement, in addition to monthly cash compensation, we issued to the IR Firm a 3 -year consulting warrant, or IR Consulting Warrant, for the purchase of 42,000 shares of common stock that became fully vested on July 21, 2015 . The IR Consulting Warrant had an exercise price of $8.31 and expired, unexercised, on July 17, 2017 . Pursuant to our agreement with the IR consultant, in addition to monthly cash compensation, we issued to the IR consultant a 4 -year consulting warrant, or IR Warrant, for the purchase of 6,000 shares of common stock that became fully vested on September of 2015. The IR Warrant had an exercise price of $6.50 and expired on September 30, 2018 . There was no expense recorded for the years ended December 31, 2017 or 2018 related to the investor relations warrants as they had been fully expensed as of December 31, 2015 . Private Placement Warrants - 2016 In April 2016 , we issued warrants to purchase 1,996,880 shares of our common stock at an exercise price of $2.86 in connection with our private placement sale of 1,996,880 shares of common stock. The warrants are exercisable for a period commencing October 2016 and expire on April 25, 2019 . We also issued to the placement agents in the financing, warrants to purchase an aggregate of 99,844 shares of our common stock at an exercise price of $2.86 for a period commencing 6 months and ending 36 months after the closing. We refer to these warrants as Private Placement Warrants - 2016 . We estimated the fair value of the Private Placement Warrants - 2016 at $2,500,000 using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $2.90 per share, time to maturity of 3 years , volatility of 60% , zero expected dividend rate and risk free rate of 0.97% . The allocation of the fair value of these warrants was included in additional paid-in capital on the consolidated balance sheet. In December 2017 , we entered into Warrant Exercise Agreements with certain holders of Private Placement Warrants - 2016 to induce the exercise of 836,780 warrants in full. Pursuant to the agreements, the warrant holders exercised in full the warrants and purchased an aggregate of 836,780 shares of our common stock at an exercise price of $2.86 per share, for an aggregate exercise price of approximately $2.4 million and we paid the warrant holders aggregated inducement fees of approximately $239,000 , which resulted in net proceeds to us of $2.2 million . The inducement offer included in the Warrant Exercise Agreements was considered a modification to the warrants upon acceptance by the warrant holders. Upon modification of the warrants we were required to remeasure the fair value of the warrants. We estimated the fair value of the Private Placement Warrants - 2016 immediately prior to modification at $3.8 million using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $6.96 to $7.42 per share, time to maturity of 1.42 years, volatility of 60% , zero expected dividend rate and risk free rates of 1.70% to 1.74% . We estimated the fair value of the Private Placement Warrants - 2016 upon modification at $3.9 million using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $6.96 to $7.42 per share, time to maturity of 1 day , volatility of 10% , zero expected dividend rate and risk free rates of 1.14% to 1.21% . The change in fair value was $166,000 , and when combined with the cash inducement of $239,000 , resulted in $73,000 of expense, which was recorded as warrant inducement expense. Underwriting Warrants - Public Offering 2016 In September 2016 , we issued warrants to purchase 135,750 shares of our common stock at an exercise price of $4.25 to the underwriter of our public offering of 2,715,000 shares of common stock. The warrants are exercisable for a 2 year period commencing September 9, 2017 . We refer to these warrants as Underwriting Warrants - Public Offering 2016. We estimated the fair value of the Underwriting Warrants -Public Offering 2016 at $475,000 using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $6.54 per share, time to maturity of 3 years , volatility of 60% , zero expected dividend rate and risk free rate of 0.90% . The allocation of the fair value of these warrants was included in additional paid-in capital on the consolidated balance sheet. Private Placement Warrants - February 2017 In February 2017 , we issued warrants to purchase 1,626,898 shares of our common stock at an exercise price of $8.25 in connection with our private placement sale of 1,626,898 shares of common stock. The warrants were exercisable for a period commencing 6 months and ending 30 months after the closing of the financing. We refer to these warrants as Private Placement Warrants - February 2017 . We estimated the fair value of the Private Placement Warrants - February 2017 at $2,084,000 using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $4.91 per share, time to maturity of 3 years , volatility of 60% , zero expected dividend rate and risk free rate of 1.50% . The allocation of the fair value of these warrants was included in additional paid-in capital on the consolidated balance sheet. On December 19, 2017, we entered into a Warrant Exercise Agreement with the holder of Private Placement Warrants - February 2017 to induce the exercise of the 1,626,898 warrants in full. Pursuant to the agreement, the warrant holder exercised in full the warrant and purchased 1,626,898 shares of our common stock at an exercise price of $8.25 per share, for an aggregate exercise price of approximately $13.4 million and we paid the warrant holder an inducement fee of approximately $6.7 million , which resulted in net proceeds to us of $6.7 million . The inducement offer included in the Warrant Exercise Agreement was considered a modification to the warrant upon acceptance by the warrant holder. Upon modification of the warrant we were required to remeasure the warrant. We estimated the fair value of the Private Placement Warrants - February 2017 immediately prior to modification at $4.1 million using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $8.18 per share, time to maturity of 1.67 years , volatility of 60% , zero expected dividend rate and risk free rate of 1.78% . We estimated the fair value of the Private Placement Warrants - February 2017 upon modification at $6.7 million using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $8.18 per share, time to maturity of 1 day , volatility of 10% , zero expected dividend rate and risk free rate of 1.25% . The change in fair value was $4.1 million , and when combined with the cash inducement of $6.7 million , resulted in $2.6 million of expense, which was recorded as warrant inducement expense. Private Placement Warrants - September 2017 In September and October 2017, we issued warrants to purchase an aggregate of 1,976,919 shares of our common stock at an exercise price of $4.85 in connection with our private placement sale of 1,976,919 shares of common stock. The sale was completed in two tranches with the first tranche, which closed on September 28, 2017 , including 1,745,581 warrants, and the second tranche, which closed on October 2, 2017 , including 231,338 warrants. The warrants are exercisable for a period commencing 6 months after the closing of the financing and expire on September 28, 2020. Collectively, we refer to these warrants as Private Placement Warrants - September 2017. We estimated the total fair value of the Private Placement Warrants - September 2017 at $3.6 million using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $4.49 for the first tranche and $4.69 per share for the second tranche, time to maturity of 3 years , volatility of 60% , zero expected dividend rate and risk free rates of 1.59% for the first tranche and 1.63% for the second tranche. The allocation of the fair value of these warrants was included in additional paid-in capital on the consolidated balance sheet. Placement Agent Warrants - 2017 In addition to the Private Placement Warrants - September 2017 issued in connection with our private placement sale of 1,976,919 shares of our common stock, we also issued to the placement agent, warrants to purchase a total of 98,846 shares of our common stock at an exercise price of $4.85 per share. Upon closing of the first tranche on September 28, 2017, we issued 87,279 warrants, and upon closing the second tranche, we issued 11,567 warrants. The warrants are exercisable for a period commencing 6 months after the closing of the financing and expire on September 28, 2020 . Collectively, we refer to these warrants as Placement Agent Warrants - 2017. We estimated the fair value of the Placement Agent Warrants - 2017 at $174,000 using the Black-Scholes option valuation model with the following assumptions: market prices of the stock of $4.49 per share for the first tranche and $4.69 per share for the second tranche, time to maturity of 3 years , volatility of 60% , zero expected dividend rate and risk free rates of 1.59% for the first tranche and 1.63% for the second tranche. The allocation of the fair value of these warrants was included in additional paid-in capital on the consolidated balance sheet. A roll-forward of warrant activity from January 1, 2017 to December 31, 2017 is shown in the following table: Issued and Warrants Warrants Issued and Bridge Warrants 249,999 — — 249,999 Consulting Warrant 98,000 — (85,777 ) (1) 12,223 Financing Warrant 78,186 — (15,656 ) (2) 62,530 Underwriting Warrant 310,500 — — 310,500 IR Consulting Warrant 48,000 — (42,000 ) (3) 6,000 Private Placement Warrants - 2016 1,995,124 — (1,104,061 ) (4) 891,063 Underwriting Warrants - Public Offering 2016 135,750 — (13,575 ) (5) 122,175 Private Placement Warrants - February 2017 — 1,626,898 (1,626,898 ) (6) — Private Placement Warrants - September 2017 — 1,976,919 — 1,976,919 Placement Agent Warrants - 2017 — 98,846 — 98,846 2,915,559 3,702,663 (2,887,967 ) 3,730,255 (1) During the year ended December 31, 2017, there were 85,777 warrants that were exercised through cashless exercises, which netted 85,620 shares being issued. (2) During the year ended December 31, 2017, there were 15,656 warrants that were exercised through cashless exercises, which netted 6,842 shares being issued. (3) During the year ended December 31, 2017, 42,000 warrants expired. (4) During the year ended December 31, 2017, there were 122,281 warrants that were exercised through cashless exercises, which netted 49,063 shares being issued. Additionally, there were 981,780 warrants that were exercised for cash, which included 836,780 warrants exercised subject to inducement, which offered the warrant holder an inducement fee of $0.29 /share to exercise the warrant in full for cash immediately. (5) During the year ended December 31, 2017, there were 13,575 warrants that were exercised through cashless exercises, which netted 6,322 shares being issued. (6) During the year ended December 31, 2017, there were 1,626,898 warrants that were exercised for cash. The warrants were exercised subject to inducement, which offered the warrant holder an inducement fee of $4.13 /share to exercise the warrant in full for cash immediately. A roll-forward of warrant activity from January 1, 2018 to December 31, 2018 is shown in the following table: Exercise Price Expiration Date Issued and Warrants Issued and Bridge Warrants NA NA 249,999 (249,999 ) (1) — Consulting Warrant $0.01 6/17/2020 12,223 (5,556 ) (2) 6,667 Financing Warrant $3.35 6/17/2020 62,530 — 62,530 Underwriting Warrant $7.50 5/28/2019 310,500 — 310,500 IR Consulting Warrant NA NA 6,000 (6,000 ) (3) — Private Placement Warrants - 2016 $2.86 4/25/2019 891,063 (73,000 ) (4) 818,063 Underwriting Warrants - Public Offering 2016 $4.25 9/9/2019 122,175 — 122,175 Private Placement Warrants - September 2017 $4.85 9/28/2020 1,976,919 (10,600 ) (5) 1,966,319 Placement Agent Warrants - 2017 $4.85 9/28/2020 98,846 — 98,846 3,730,255 (345,155 ) 3,385,100 (1) During the year ended December 31, 2018, there were 249,999 warrants that were exchanged for 242,913 shares of common stock in an exchange transaction where the warrant holders exchanged the warrants for the same number of shares they would have been entitled to in a cashless exercise. (2) During the year ended December 31, 2018, there were 5,556 warrants that were exercised through a cashless exercise, which netted 5,542 shares being issued. (3) During the year ended December 31, 2018, 6,000 warrants expired. (4) During the year ended December 31, 2018, there were 73,000 warrants exercised for cash. (5) During the year ended December 31, 2018, there were 10,600 warrants exercised for cash. |