Attached files
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| EX-10.2 - REGISTRATION RIGHTS AGREEMENT - PARKERVISION INC | prkr_ex102.htm |
| EX-10.1 - 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 14, 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.
On
January 14, 2020, the Company entered into a subscription agreement
(the “Subscription
Agreement”) providing for the sale of an aggregate of
166,167 shares (“Shares”) of the
Company’s common stock, par value $0.01 per share, at a price
of $0.15 per share, to an accredited investor. The Company closed
the sale contemplated by the Subscription Agreement on January 20,
2020. The Subscription Agreement contains customary representations
and warranties of the purchaser. The $25,000 in proceeds from the
sale of the Shares will be used to fund the Company’s
operations.
The
Company also entered into a registration rights agreement (the
“Registration Rights
Agreement”) with the investor 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 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 summary of the Purchase Agreement and the 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 and 10.2 hereto and are incorporated herein by
reference.
In
addition, on January 15, 2020 the Company issued 500,000
unregistered shares of the Company’s Common Stock (the
“Repayment
Shares”) as an in-kind payment of approximately
$75,000 in outstanding amounts payable to Stacie Wilf, a related
party.
Item
3.02.Unregistered Sales of Equity Securities.
The
disclosures included in Item 1.01 regarding the shares subject to
the Subscription Agreement and the Repayment Shares are
incorporated herein by reference to the extent
required.
Item
9.01.Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit
No.
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Description
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Securities
Purchase Agreement between ParkerVision and accredited investor
dated January 20, 2020
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Registration
Rights Agreement between ParkerVision and accredited investor dated
January 20, 2020
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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 21, 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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