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.