PARKERVISION, INC. (NASDAQ:PRKR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry Into a Material Definitive Agreement.
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into an At Market Issuance Sales Agreement (the ATM Agreement)
with FBR Capital Markets Co. (FBR) to which the Company may sell,
from time to time, shares of the Companys common stock, par value
$0.01 per share, having an aggregate offering price of up to
$10,000,000 (the Shares) through FBR.
will use commercially reasonable efforts to sell, on the Companys
behalf, the shares of common stock offered by the Company under
the ATM Agreement. Sales of the Companys common stock, if any,
made under the ATM Agreement may be made in sales deemed to be at
the market offerings as defined in Rule 415 under the Securities
Act of 1933, as amended, including without limitation sales made
directly on the Nasdaq Capital Market Exchange, on any other
existing trading market for the common stock or to or through a
market maker. In addition, FBR may also sell Shares, with the
Companys consent, by any other method permitted by law, including
but not limited to negotiated transactions.
research and development, sales and marketing activities, and for
other working capital and general corporate purposes. The ATM
Agreement provides that FBR will be entitled to compensation for
its services of 3.0% of the gross sales price of all Shares sold
through FBR under the ATM Agreement. The Company has no
obligation to sell any of the Shares under the ATM Agreement, and
may at any time suspend solicitation and offers under the ATM
Agreement.
statement on Form S-3 (Registration No. 333-214598). The Company
filed a prospectus supplement (the Prospectus Supplement), dated
December 30, 2016, with the Securities and Exchange Commission in
connection with the offer and sale of the Shares.
and agreements of the Company and FBR, indemnification rights and
obligations of the parties and termination provisions. The ATM
Agreement is filed as Exhibit 1.01 to this Current Report on Form
8-K, and the descriptions of the material terms of the ATM
Agreement in this Item 1.01 are qualified in their entirety by
reference to such Exhibit, which is incorporated herein by
reference. A copy of the opinion of Graubard Miller relating to
the legality of the issuance and sale of the Shares is attached
hereto as Exhibit 5.01.
solicitation of an offer to buy any security nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
| Item 9.01. |
Financial Statements and Exhibits.
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| Exhibit No. |
Description
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| 1.01 |
At Market Issuance Sales Agreement by and between
registrant and FBR Capital Markets Co., dated December 30, 2016\ |
| 5.01 |
Opinion of Graubard Miller.
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| 23.01 |
Consent of Graubard Miller (included as part of Exhibit
5.01) |
About PARKERVISION, INC. (NASDAQ:PRKR)
ParkerVision, Inc. is engaged in the designing, developing and marketing of its radio frequency (RF) technologies and products. The Company’s business is focused on the development and marketing of its RF technologies for mobile and other wireless applications. Its products include a modulator/demodulator component that incorporates its technologies, as well as a small number of supporting components that are used in the assembly of wireless devices. Its products are used in wireless communication products and applications. In addition, it offers engineering design and consulting services to third parties to assist them in developing and testing products. Its technologies represent methods for processing RF waveforms in wireless applications. Its technologies apply to both transmit and receive functions of transmitters, receivers and transceivers. A portion of its transmit technology is marketed as Direct2Power (d2p) and its receiver technology is marketed as Direct2Data (d2d). PARKERVISION, INC. (NASDAQ:PRKR) Recent Trading Information
PARKERVISION, INC. (NASDAQ:PRKR) closed its last trading session down -0.28 at 1.84 with 171,440 shares trading hands.
