Attached files
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| EX-4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - PARKERVISION INC | prkr_exhibit41.htm |
| EX-10 - MATERIAL CONTRACTS - PARKERVISION INC | prkr_exhibit103.htm |
| EX-10 - MATERIAL CONTRACTS - PARKERVISION INC | prkr_exhibit102.htm |
| EX-10 - MATERIAL CONTRACTS - PARKERVISION INC | prkr_exhibit101.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): February 28, 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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9446
Philips Highway, Suite 5A, 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.
Warrant Agreement Amendment
On
February 28, 2020, the Company entered into a warrant amendment
agreement (the “Warrant Amendment
Agreement”) with Aspire Capital Fund, LLC
(“Aspire”), with respect to
warrants issued in July and September 2018 that are exercisable,
collectively, into 5,000,000 shares of the Company’s common
stock (the “Existing Warrants”). The Warrant Amendment
Agreement provides for a reduction in the exercise price for the
Existing Warrants from $0.74 to $0.35 per share and the issuance of
a new warrant for the purchase of 5,000,000 shares of the
Company’s common stock at an exercise price of $0.74 per
share (the “New
Warrants”).
The
Warrant Amendment Agreement also adds a call provision to the
Existing Warrants whereby the Company may, after December 31, 2020,
call for cancellation of all or any portion of the Existing
Warrants for which an exercise notice has not yet been received, in
exchange for consideration equal to $0.001 per warrant share and
subject to certain conditions, including the continued existence of
an effective registration statement for the underlying warrant
shares and the availability of sufficient authorized shares to
allow for the exercise of the Existing Warrants. All other terms of
the Existing Warrants remain unchanged, including the original
expiration dates of July and September 2023. In connection with the
Warrant Amendment Agreement, Aspire exercised a portion of the
Existing Warrants for net proceeds to the Company of approximately
$0.5 million.
The New
Warrants expire five years after issuance and have substantially
similar other terms to the Existing Warrants, except for exercise
price. The Existing Warrants and New Warrants, collectively, the
“Warrants” are subject to adjustment in the event of
certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the
Company’s common stock and also upon any distributions of
assets to the Company’s stockholders. The New Warrants
contain provisions that prohibit exercise if the holder, together
with its affiliates, would beneficially own in excess of 9.99% of
the number of shares of the Company’s common stock
outstanding immediately after giving effect to such exercise. The
holder of the New Warrants may increase (up to 19.99%) or decrease
this percentage by providing at least 61 days’ prior notice
to the Company. In the event of certain corporate transactions, the
holder of the Warrants will be entitled to receive, upon exercise
of such Warrants, the kind and amount of securities, cash or other
property that the holders would have received had they exercised
the Warrants immediately prior to such transaction. The Warrants do
not contain voting rights or any of the other rights or privileges
as a holder of the Company’s common stock.
The
Company has agreed to file a registration statement as permissible
and necessary to register under the Securities Act of 1933, as
amended, the resale by Aspire of the shares of the Company’s
common stock and the shares of the Company’s common stock
underlying the New Warrants. The shares underlying the Existing
Warrants are currently registered pursuant to a registration
statement on Form S-1 (File No. 333-226738).
The
foregoing description of the terms and conditions of the Warrant
Amendment Agreement, the Existing Warrants and the New Warrants are
not complete and are qualified in their entirety by the full text
of the Warrant Amendment Agreement and form of warrant, which are
filed herewith as Exhibits 10.1 and 4.1, respectively, and
incorporated into this Item 1.01 by reference.
Private
Placement of Common Stock
On
March 5, 2020,the Company entered into subscription agreement s
(the “Subscription
Agreement”) providing for the sale of an aggregate of
1,714,286 shares (“Shares”) of the
Company’s common stock, par value $0.01 per share, at a price
of $0.35 per share, to accredited investors. The Subscription
Agreement contains customary representations and warranties of the
purchaser. The $600,000 in proceeds from the sale of the Shares
will be used to fund the Company’s operations.
The
Company also entered into 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 60th calendar day
following the closing date and to cause the registration statement
to become effective by the 120th 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 10.2 through 10.3 hereto and are incorporated
herein by reference.
Repayment of Promissory Note
On
February 28, 2020, the Company issued an aggregate of 1,526,426
unregistered shares of the Company’s Common Stock
(“Repayment
Shares”) as an in-kind payment of approximately
$237,000 in outstanding principal and accrued interest on a May 15,
2019 promissory note with the Thomas Staz Revocable
Trust.
Item
3.02.Unregistered Sales of Equity Securities.
The
disclosures included in Item 1.01 regarding the shares underlying
the New Warrants, 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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4.1
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10.1
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10.2
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10.3
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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:
March 5, 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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