Attached files
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| EX-10.7 - LIST OF ACCREDITED INVESTORS - PARKERVISION INC | prkr_ex107.htm |
| EX-10.6 - FORM OF PIPE REGISTRATION RIGHTS AGREEMENT - PARKERVISION INC | prkr_ex106.htm |
| EX-10.5 - FORM OF SUBSCRIPTION AGREEMENT - PARKERVISION INC | prkr_ex105.htm |
| EX-10.4 - LIST OF CONVERTIBLE NOTE HOLDERS - PARKERVISION INC | prkr_ex104.htm |
| EX-10.3 - FORM OF CONVERTIBLE NOTE REGISTRATION RIGHTS AGREEMENT - PARKERVISION INC | prkr_ex103.htm |
| EX-10.2 - FORM OF CONVERTIBLE NOTE - PARKERVISION INC | prkr_ex102.htm |
| EX-10.1 - FORM OF SECURITIES PURCHASE AGREEMENT - PARKERVISION INC | prkr_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 8, 2020
PARKERVISION, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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000-22904
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59-2971472
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7915
Baymeadows Way, Jacksonville, Florida
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32256
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(904) 732-6100
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol
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Name of
Each Exchange on Which Registered
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Common
Stock, $.01 par value
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PRKR
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OTCQB
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Common
Stock Rights
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OTCQB
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e 4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
Convertible Notes
On
January 8, 2020, ParkerVision, Inc. (the “Company”) entered into a
securities purchase agreement (the “Purchase Agreement”) with
accredited investors identified on Exhibit 10.4 hereof (the
“Holders”) which provides
for the sale of unsecured convertible promissory notes (the
“Notes”) with an aggregate
face value of $450,000. The Notes are convertible at any time and
from time to time by the Holders into shares of Common Stock at a
fixed conversion price of $0.13 per share. Any unconverted,
outstanding principal amount of the Notes is payable on January 8,
2025, unless otherwise extended. The maturity date of the note may
be extended for up to ten (10) one-year periods at the option of
the Holder. The $450,000 proceeds from the sale of the Notes will
be used to fund the Company’s operations.
Interest
accrues at a rate of 8% per annum on the Notes, 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, on the 15th of April, July,
October, and January of each year during the initial five (5) year
term of the Note (each an “Interest Payment Date”)
commencing with the first Interest Payment Date following effective
date of registration of the underlying shares. In the event the
maturity date of the note is extended at the option of the Holder,
the interest rate shall decrease to 2% per annum and is payable
once annually at the extended maturity date.
The
Notes provide 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 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 Notes plus all accrued interest due may be
declared immediately payable by the holders of a majority of the
outstanding principal balance of the Notes.
The
Company also entered into a registration rights agreement (the
“Convertible Notes
Registration Rights Agreement”) with the Holders
pursuant to which the Company will register the shares of Common
Stock underlying the Notes. The Company has committed to file the
registration statement by the 120th calendar day
following the issuance date of the Notes and to cause the
registration statement to become effective by the 180th calendar day
following the issuance date. The Convertible Notes 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 the Holders
for the Notes upon the occurrence of the event, and monthly
thereafter, up to a maximum of 6%.
The
Notes were offered and sold solely to accredited 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, the Notes, and the
Convertible Notes 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 10.3 hereto and
are incorporated herein by reference.
Private Placement of Common Stock
In
addition, on January 9, 2020,the Company entered into a
subscription agreement (the “Subscription Agreement”)
providing for the sale of an aggregate of 1,169,232 shares
(“Shares”) of the
Company’s common stock, par value $0.01 per share, at a price
of $0.13 per share, to accredited investors listed on Exhibit 10.7
hereto. The Company closed the sale contemplated by the
Subscription Agreement on the same date. The Subscription Agreement
contains customary representations and warranties of the purchaser.
The $152,000 in proceeds from the sale of the Notes will be used to
fund the Company’s operations.
The
Company also entered into a registration rights agreement (the
“PIPE Registration
Rights Agreement”) with the investors pursuant to
which the Company will register the Shares. The Company has
committed to file the registration statement by the 120th calendar day
following the closing date and to cause the registration statement
to become effective by the 180th calendar day
following the closing date. The PIPE 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 accredited 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 PIPE
Registration Rights Agreement are qualified in their entirety by
reference to the full text of the agreements, which are attached as
part of Exhibits 10.5 through 10.6 hereto and are incorporated
herein by reference.
Repayment of Promissory Note
In
addition, on January 9, 2020 the Company issued 214,000
unregistered shares of the Company’s Common Stock (the
“Repayment
Shares”) as an in-kind payment of approximately
$28,000 in outstanding principal and accrued interest on a June 7,
2019 promissory note with Mark Fisher.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosures included in Item 1.01 regarding the shares underlying
the Notes, the shares subject to the Subscription Agreement and the
Repayment Shares are incorporated herein by reference to the extent
required.
The
Notes and the Common Stock issuable upon conversion of the Notes
are being sold pursuant to the exemption from registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended, and
Rule 506 promulgated thereunder.
The
Shares were offered and sold to accredited investors on a private
placement basis under Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506 promulgated thereunder.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit
No.
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Description
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Form
of Securities Purchase Agreement
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Form
of Convertible Note
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Form
of Convertible Note Registration Rights Agreement
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List
of Convertible Note Holders
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Form of
Subscription Agreement
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Form of
PIPE Registration Rights Agreement
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List
of Accredited Investors
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Dated:
January 10, 2020
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PARKERVISION, INC.
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By /s/ Cynthia
Poehlman
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Cynthia Poehlman
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Chief Financial Officer
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