This action stems from a proposed transaction announced on February 14, 2022, pursuant to which Resonant Inc. would be acquired by Murata Manufacturing Co., Ltd.

On February 28, 2022, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Recommendation Statement omitted material information with respect to the Proposed Transaction, which rendered the Recommendation Statement false and misleading. Specifically, the Complaint alleges that the Recommendation Statement provided a materially false and misleading valuation picture for Resonant, by disclosing two unreasonably low sets of financial projections. Both sets of projections were then utilized by Resonant’s financial advisor in rendering the fairness opinion in connection with the Tender Offer.

The Tender Offer expired at one minute following 11:59 p.m., New York City time, on March 25, 2022, and Resonant shareholders were cashed out of their shares at the Offer Price. On March 28, 2022, the Tender Offer was completed pursuant to the terms of the Merger Agreement. PJ Cosmos Acquisition Company, Inc. merged with and into Resonant, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Murata. Plaintiff and the Class seek to recover damages resulting from the Defendants’ alleged violations of the Securities Exchange Act of 1934.

On August 5, 2022, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an Amended Complaint on September 9. Defendants filed a Motion to Dismiss the Amended Complaint on October 21.

On December 27, 2023, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiff was given leave to amend the Complaint. Lead Plaintiff filed a second Amended Complaint on January 17, 2024. Defendants filed a Motion to Dismiss the second Amended Complaint on March 1.

On March 28, 2025, the Court issued an Order granting Defendants' Motion to Dismiss. The case was dismissed with prejudice. On April 10, Lead Plaintiff filed a Notice appealing the Court's Dismissal Order.