PARKERVISION, INC. (NASDAQ:PRKR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On December 21, 2018, Brickell Key Investments LP, (“Brickell”), a special purpose fund under the management of Brickell Key Asset Management Limited, a Guernsey-based asset manager exercised its right of first offer under the Claims Proceeds Investment Agreement (the “Agreement”) between Brickell and the Company, dated February 25, 2016, as amended on May 27, 2016, December 29, 2017, and April 26, 2018 (the “ROFO Exercise”) to provide $2.5 million in additional funding for purposes of advancing the Company’s patent assertion program. The ROFO Exercise provides that the Company will repay and compensate Brickell for the additional funds on substantially the same terms and conditions set forth in the Agreement as disclosed under Item 1.01 of the Company’s Current Report on Form 8-K filed on February 26, 2016 and incorporated herein by reference. In addition, the ROFO Exercise provides that in the event of a change in control of the Company, Brickell has the right to be paid its return as defined under the amended Agreement and an amount equal to the transaction price for the change in control event will be considered Scheduled Patent Proceeds as defined in the Agreement for purposes of the Brickell return calculation.
As consideration for the additional investment, the Company issued Brickell warrants for the purchase of up to five million shares of its common stock at an exercise price of $0.16 per share. The warrants are immediately exercisable, expire five years from the date of issuance and include cashless exercise and registration rights. The foregoing description of the terms and conditions of the Warrant is not complete and is qualified in its entirety by the full text of the warrant which is filed herewith as Exhibits 10.1 and incorporated into this Item 1.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation |
The information set forth in Item 1.01 is incorporated under this Item 2.03 by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 is incorporated under this Item 3.02 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits:
| Exhibit No. | Description |
| 10.1 | Warrant Agreement between the Company and Brickell Key Investments, L.P. dated December 20, 2018. |
PARKERVISION INC Exhibit
EX-10.1 2 fp0037997_ex101.htm THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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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).