PARKERVISION, INC. (NASDAQ:PRKR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
Private Placement of Common Stock
On June 8, 2020, the Company entered into securities purchase agreements (the “Purchase Agreements”) with the accredited investors identified on Exhibit 10.3 hereof (the “Investors”) for the sale of an aggregate of 943,144 shares (“Shares”) of the Company’s common stock, par value $0.01 per share, at a price of $0.35 per share for aggregate proceeds of $330,100. The Purchase Agreements also provide the Investors with a contingent payment right whereby the Company will pay each Investor an allocated portion of the Company’s net proceeds from its patent claims, after taking into account fees and expenses payable to law firms representing the Company and amounts payable to the Company’s litigation financer. The Investor’s allocated portion of such net proceeds will be determined by multiplying (i) the net proceeds recovered by the Company up to $10 million by (ii) the quotient of such Investor’s subscription amount divided by $10 million, up to an amount equal to each Investor’s subscription amount (“Contingent Payment”). The Purchase Agreements also contain customary representations and warranties of the Investors. The proceeds from the sale of the Shares will be used to fund the Company’s operations, including litigation expenses.
The Company also entered into registration rights agreements (the “Registration Rights Agreement”) with the Investors to which the Company will register the Shares. The Company has committed to file the registration statement by the 60th calendar day following the closing date and to cause the registration statement to become effective by the 90th calendar day following the closing date. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events including failure by the Company to file the registration statement or cause it to become effective by the deadlines set forth above. The amount of the liquidated damages is 1.0% of the aggregate subscription upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%.
The Shares were offered and sold to the Investors on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
The foregoing summaries of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as part of Exhibits 10.1 through 10.2 hereto and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures included in Item 1.01 that pertain to the contingent rights are incorporated herein by reference to the extent required.
Item 3.02.Unregistered Sales of Equity Securities.
The disclosures included in Item 1.01 are incorporated herein by reference to the extent required.
Item 8.01.Other Events.
On June 4, 2020, the district court in the Middle District of Florida (Orlando division) issued an order lifting the temporary stay that was in place as a result of COVID-19. In addition, after the court assessed delays caused by COVID-19, the court amended the case schedule, moving the deadlines for expert reports, dispositive motions and other pre-trial deadlines, including a rescheduling of the commencement of the jury trial from December 1, 2020 to May 3, 2021.
Item 9.01.Financial Statements and Exhibits.
PARKERVISION INC Exhibit
EX-10 2 prkr-20200612xex10_1.htm MATERIAL CONTRACTS prkr-20200612xex10_1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 8,…
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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).
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