UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
RESONANT, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
76118L 10 2
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 76118L 10 2 | 13G | Page 2 of 6 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lone Wolf Holdings, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 1,260,094 (see Items 2(a) and 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 1,260,094 (see Items 2(a) and 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,260,094 (see Item 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.65%* (see Items 2(a) and 4) | ||
12 | TYPE OF REPORTING PERSON* PN | ||
*SEE INSTRUCTION BEFORE FILLING OUT
CUSIP No. 76118L 10 2 | 13G | Page 3 of 6 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter A. Appel | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 2,070,094 (see Items 2(a) and 4) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 2,070,094 (see Items 2(a) and 4) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,094 (see Items 2(a) and 4) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.64%* (see Items 2(a) and 4) | ||
12 | TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTION BEFORE FILLING OUT
CUSIP No. 76118L 10 2 | 13G | Page 4 of 6 Pages |
| Item 1(a) | Name of Issuer: |
| Resonant, Inc. | |
| Item 1(b) | Address of Issuer's Principal Executive Offices: |
| 110 Castilian Drive, Suite 100 | |
| Goleta, California 93117 | |
| Item 2(a) | Name of Person Filing: |
| This statement is filed by: (i) Lone Wolf Holdings, LLC (“Lone Wolf”) with respect to shares of Common Stock, $0.001 par value per share (“Shares”), of the Issuer beneficially owned thereby; and (ii) Peter A. Appel with respect to Shares directly beneficially owned by Lone Wolf and Shares directly beneficially owned by Mr. Appel. Lone Wolf and Mr. Appel have entered into a Joint Filing Agreement, a copy of which is filed with a Schedule 13G in respect of the Issuer filed on May 3, 2016. | |
| Item 2(b) | Address or Principal Business Office: |
| The address of the principal business office of Lone Wolf and Mr. Appel is 3505 Main Lodge Drive, Coconut Grove, FL 33133. | |
| Item 2(c) | Citizenship: |
| Lone Wolf is a Delaware limited liability company. Mr. Appel is a United States citizen. | |
CUSIP No. 76118L 10 2 | 13G | Page 5 of 6 Pages |
| Item 2(d) | Title of Class of Securities: |
| Common Stock, par value $0.001 per share | |
| Item 2(e) | CUSIP Number: |
| 76118L 10 2 | |
| Item 3 | Not Applicable |
| Item 4 | Ownership: |
| The percentages used herein are calculated based upon 27,090,893 Shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 13, 2018. | |
| As of the close of business on May 3, 2016: | |
| 1. Lone Wolf Holdings, LLC | |
(a) Amount beneficially owned: 1,260,094 * | |
| (b) Percent of class: 4.65%* | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
(ii) Shared power to vote or direct the vote: 1,260,094 * | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
(iv) Shared power to dispose or direct the disposition: 1,260,094 * | |
| 2. Peter A. Appel | |
| (a) Amount beneficially owned: 2,070,094* | |
| (b) Percent of class: 7.64%* | |
| (c)(i) Sole power to vote or direct the vote: -0- | |
| (ii) Shared power to vote or direct the vote: 2,070,094* | |
| (iii) Sole power to dispose or direct the disposition: -0- | |
| (iv) Shared power to dispose or direct the disposition: 2,070,094* | |
*Lone Wolf directly owns 1,260,094 Shares. Mr. Appel directly owns 810,000 Shares. Mr. Appel may be deemed to control Lone Wolf. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Mr. Appel may be deemed to beneficially own all of the Shares beneficially owned by Lone Wolf. Mr. Appel disclaims beneficial ownership of any of the securities covered by this statement. | |
| Item 5 | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| Not Applicable | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| Not Applicable | |
| Item 8 | Identification and Classification of Members of the Group: |
| Not Applicable | |
| Item 9 | Notice of Dissolution of Group: |
| Not Applicable | |
| Item 10 | Certification: |
By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 76118L 10 2 | 13G | Page 6 of 6 Pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
LONE WOLF HOLDINGS, LLC
By: /s/ Peter A. Appel
Name: Peter A. Appel
Title: Authorized Person
PETER A. APPEL
/s/ Peter A. Appel
Name: Peter A. Appel