PARKERVISION,INC. (NASDAQ:PRKR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry Into a Material Definitive Agreement.
On August 14, 2017, ParkerVision, Inc. (the “Company”) entered 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 Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $4,363,000 (the “Shares”) throughFBR as sales agent.
Subject to the terms and conditions of the ATM Agreement, FBR will use commercially reasonable efforts to sell, on the Company’s behalf, the shares of common stock offered by the Company under the ATM Agreement.Sales of the Company’s 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.In addition, FBR may also sell Shares, with the Company’s consent, by any other method permitted by law, including but not limited to negotiated transactions.
The Company intends to use the net proceeds from the offering for 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.
The Shares will be issued to the Company’s shelf registration statement on Form S-3 (Registration No.333-214598).The Company filed a prospectus supplement (the “Prospectus Supplement”), dated August 14, 2017, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The ATM Agreement contains customary representations, warranties 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.
This Current Report shall not constitute an offer to sell or the 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.
(d)Exhibits:
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ExhibitNo. |
Description |
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1.01 |
At Market Issuance Sales Agreement by and between registrant and FBR Capital Markets & Co., dated August 14, 2017 |
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5.01 |
Opinion of Graubard Miller |
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23.01 |
Consent of Graubard Miller (included as part of Exhibit 5.01) |
PARKERVISION INC ExhibitEX-1.01 2 prkr-20170814xex1_01.htm EX-1.01 Exhibit 1.01 Execution Version PARKERVISION,…To view the full exhibit click here
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).