WALKER INNOVATION INC. (OTCMKTS:WLKR) Files An 8-K Entry into a Material Definitive Agreement


WALKER INNOVATION INC. (OTCMKTS:WLKR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

Walker Innovation Inc. (the Company) entered into a Securities
Purchase Agreement dated as of December 5, 2016 (the Purchase
Agreement) in connection with the sale of an aggregate of
1,250,000 Class A Common Shares (the Shares) of The Upside
Commerce Group, LLC (f/k/a Flexible Travel Company, LLC)
(Upside), a company affiliated with Walker Digital, LLC (Walker
Digital) its controlling stockholder, at $2.00 per share to an
existing investor in Upside in a private resale not requiring
registration under the Securities Act of 1933, as amended. The
Shares were issued upon exercise of a warrant to purchase Class A
Common Shares at a price of $0.06 per share (the Warrant),
granted to the Company by Jay S. Walker, the controlling
stockholder of the Company, Walker Digital and Upside. After
giving effect to the previously-reported November 21, 2016
exercise and the exercise described above, the Company may now
purchase 12,650,000 Class A Common Shares of Upside to the

In connection with the sale of Shares described above, the
Company entered into an agreement dated December 5, 2016 to
terminate (Termination Agreement) the Companys three year
Revolving Note Agreement and related Pledge Agreement (the
Liquidity Facility) with Walker Digital, entered into in July
2016. to the Liquidity Facility, Walker Digital had committed to
provide debt financing to the Company at any time the Company has
available cash of less then $2.0 million, subject to certain
conditions. The Termination Agreement provides for a release of
Walker Digitals related security interest in 3,280,000 Class A
Common Shares of Upside issuable under the Warrant.

The foregoing descriptions of the Purchase Agreement and the
Termination Agreement are qualified in their entirety by the full
text of such agreements, which are filed as Exhibits 10.1 and
10.2 hereto, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Securities Purchase Agreement between and among Walker
Innovation Inc., Jay S. Walker and the investor named
therein, dated as of December 5, 2016
10.2 Termination Agreement of Revolving Promissory Note and Pledge
Agreement between Walker Innovation Inc. and Walker Digital,
LLC dated December 5, 2016


Walker Innovation Inc., formerly Patent Properties, Inc., develops and commercializes its portfolio of intellectual property assets through its licensing and enforcement operations. The Company’s segments include Licensing and Enforcement, and Innovation Business. Its innovation business consists of Haystack IQ and custom business innovation services. Haystack IQ uses Big Data software to connect the stockpile of technology improvements and technical experts. Haystack IQ’s Big Data software engine cross-references a company’s products, services, processes and product development priorities with the entire United States patent database to find statistically relevant matches. Its patent portfolio consists of approximately 400 granted patents, as well as over 40 pending patent applications. It is used in industries, including data management, e-commerce, electronic and computer hardware, social networking and Internet services, security and state lotteries.


WALKER INNOVATION INC. (OTCMKTS:WLKR) closed its last trading session 00.000 at 0.538 with 19,142 shares trading hands.