UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
RESONANT, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
76118L 10 2
(CUSIP Number)
June 3, 2014
(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).
Page 1 of 7
13G
| CUSIP No.76118L 10 2 | Page 2 of7 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) ¨ (b) x
| |||||
| 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
1,595,094 (see Items 2(a) and 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,595,094 (see Items 2(a) and 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,094 (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)
16.96%* (see Items 2(a) and 4) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 7
13G
| CUSIP No.76118L 10 2 | Page 3 of7 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) x
| |||||
| 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
1,595,094 (see Items 2(a) and 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,595,094 (see Items 2(a) and 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,094 (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)
16.96%* (see Items 2(a) and 4) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 7
| 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, excluding Shares issuable upon the exercise of warrants to purchase Shares that are not exercisable by Lone Wolf for at least six months from the issuance date thereof; and (ii) Peter A. Appel with respect to Shares beneficially owned by Lone Wolf, excluding Shares issuable upon the exercise of warrants to purchase Shares that are not exercisable by Lone Wolf for at least six months from the issuance date thereof. Lone Wolf and Mr. Appel have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
| 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.
Page 4 of 7
| 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 9,403,977 Shares issued and outstanding as of April 26, 2016.
As of the close of business on May 3, 2016:
1. Lone Wolf Holdings, LLC
(a) Amount beneficially owned: 1,595,094*
(b) Percent of class: 16.96%*
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,595,094*
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,595,094*
2. Peter A. Appel
(a) Amount beneficially owned: 1,595,094*
(b) Percent of class: 16.96%*
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,595,094*
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,595,094*
| * | Lone Wolf directly owns all Shares reported herein as beneficially owned thereby. This number does not include 335,000 Shares issuable upon exercise of warrants to purchase Shares held directly by Lone Wolf. The warrants may not be exercised until October 25, 2016. In addition, (a) as of June 3, 2014, Lone Wolf and Mr. Appel may have been deemed to beneficially own 1,079,594 Shares, or approximately 16.64% of the then outstanding Shares, and (b) as of December 31, 2014, Lone Wolf and Mr. Appel may have been deemed to beneficially own 1,260,094 Shares, or approximately 18.18% of the then outstanding 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
Page 5 of 7
| 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.
Page 6 of 7
SIGNATURE
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: | May 3, 2016 | |
| 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 | |
Page 7 of 7