On June 7, 2019, ParkerVision, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor, Mark Fisher (“Fisher”) which provides for the sale of a secured convertible promissory note (the “Note”) with a face value of $150,000. The Note is convertible at any time and from time to time by Fisher into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) at a fixed conversion price of $0.10 per share. Any unconverted, outstanding principal amount of the Note is payable on June 7, 2024. The Note will be secured, to the terms of a security agreement, by first priority payment from any recoveries from the patents in the Company’s patent infringement case in district court in Orlando, Florida, subject to a waiver of priority by Brickell Key Investments, LP. The proceeds of the Note were used for retention payments to legal counsel engaged to assist in a wide range of activities that include the Company’s past litigations, current on-going actions, and potential future litigations.

At any time following the one-year anniversary of the issuance date of the Note, the Company may prepay the then outstanding principal amount of the Notes, along with any accrued interest, at cash premium of 125% prior to the two-year anniversary, 120% prior to the three-year anniversary, 115% prior to the four-year anniversary or 110% thereafter.

Interest accrues at a rate of 8% per annum on the Note, and is payable quarterly either in cash, shares of Common Stock, or a combination thereof at the Company’s option, subject to certain equity conditions, beginning on the earlier of (i) the ninety (90) day anniversary of the issuance dates of the Note, provided that a registration statement for the underlying shares has been declared effective, or (ii) the first quarterly anniversary of the issuance dates of the Note following the effective date of registration of the underlying shares.

The Note provides for events of default that include (i) failure to pay principal or interest when due, (ii) any breach of any of the representations, warranties, covenants or agreements made by the Company in the securities purchase agreement, (iii) events of liquidation or bankruptcy, and (iii) a change in control. In the event of default, the interest rate increases to 12% per annum and the outstanding principal balance of the Note plus all accrued interest due may be declared immediately payable by Fisher for the Note.

The Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Fisher to which the Company will register the shares of Common Stock underlying the Note. The Company has committed to file the registration statement by the 75th calendar day following the issuance date of the Note and to cause the registration statement to become effective by the 150th calendar day following the issuance dates. 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 amount paid by Fisher for the Note upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%.

The foregoing summary of the securities purchase agreement, the Note, the Registration Rights Agreement, and the security 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 10.4 hereto and are incorporated herein by reference.

In addition, on June 7, 2019, the Company entered into a consulting agreement with Fisher to act as special advisor to the Chief Executive Officer with regard to the Company’s future business strategies. As consideration for services to be provided under the six-month term of the consulting agreement, the Company issued 625,000 shares of unregistered Common Stock (the “Consulting Shares”) in exchange for a nonrefundable retainer for services over the six-month term of the agreement valued at $60,000.

The foregoing summary of the consulting agreement is qualified in its entirety by reference to the full text of the agreement which is attached as part of Exhibit 10.5 hereto and is 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 regarding the convertible note are incorporated herein by reference to the extent required.

In addition, in May and June 2019, the Company entered into short-term loan promissory notes (“Loans”) with accredited investors (“Lenders”) for aggregate proceeds of $225,000. The Loans are unsecured and bear interest at a rate of 18% per annum. The Loans mature at the earlier of ninety (90) days following the issuance date or upon the Company’s receipt of additional litigation funding. During the period that the Loans remain outstanding, the Company will offer to Lenders the right to receive payments due on the Loans in the form of any debt, equity or convertible debt instrument that the Company offers to other parties, on terms no less favorable than that offered to other parties.

The Loans provide for events of default that include (i) failure of the Company to pay the principal and any accrued interest when due; (ii) liquidation ordissolutionof the Company; (iii) filing of bankruptcy proceedings involving the Company as a debtor; (iv) application for the appointment of a receiver for the Company; (v) making of a general assignment for the benefit of the Company’s creditors; (vi) the insolvency of the Company; (vii) any misrepresentation by the Company to the Lenders for the purpose of obtaining or extending credit; or (viii) the sale of a material portion of the business or assets of the Company.

In the event of default, the outstanding balance of the Loans and any other obligation from the Company to the Lender shall become due immediately without demand or notice. If the payment obligation under the Loans is not paid when due, the interest rate increases to 20% per annum and the Company is obligated to pay all costs of collection, including reasonable attorney fees.

Item 3.02.Unregistered Sales of Equity Securities.

The disclosures included in Item 1.01 regarding the shares underlying the Note and the Consulting Shares are incorporated herein by reference to the extent required.

The Note, the Common Stock issuable upon conversion of the Note, and the Consulting Shares are being sold to the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

Item 9.01.Financial Statements and Exhibits.

PARKERVISION INC Exhibit
EX-10.1 2 prkr_ex101.htm SECURITEIES PURCHASE AGREEMENT Blueprint  Exhibt 10.1 SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as June 7,…
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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).