prkr-20201123x8k
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): November 17, 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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4446-1A
Hendricks Avenue, Suite 354, Jacksonville, Florida
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32207
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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)
9446 Philips Highway, Suite 5A, Jacksonville, Florida
32256
(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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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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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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.
Private Placement of Common Stock
On
November 17, 2020, the Company entered into securities purchase
agreements (the “Purchase Agreements”)
with the accredited investors identified on Exhibit 10.3 hereof
(the “Investors”) for the sale
of an aggregate of 642,859 shares (“Shares”) of the
Company’s common stock, par value $0.01 per share, at a price
of $0.35 per share for aggregate proceeds of $225,000. The Purchase
Agreements also provide the Investors with a contingent payment
right whereby the Company will pay each Investor an allocated
portion of the Company’s net proceeds from its patent claims,
after taking into account fees and expenses payable to law firms
representing the Company and amounts payable to the Company’s
litigation financer. The Investor’s allocated portion of such
net proceeds will be determined by multiplying (i) the net proceeds
recovered by the Company up to $10 million by (ii) the quotient of
such Investor’s subscription amount divided by $10 million,
up to an amount equal to each Investor’s subscription amount
(“Contingent
Payment”). The Purchase Agreements also contain
customary representations and warranties of the Investors. The
proceeds from the sale of the Shares will be used to fund the
Company’s operations, including litigation
expenses.
The
Company also entered into registration rights agreements (the
“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 April 15, 2021 and to cause the
registration statement to become effective by April 30, 2021 (or,
in the case of a review by the Commission, by June 30, 2021). The
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 the 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 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 10.2 hereto and are incorporated herein by
reference.
Rights Plan Amendment
On
November 20, 2020, the Board of Directors (the “Board") of ParkerVision, Inc.
(the “Company”) adopted a
second amendment to the shareholder protection rights agreement,
dated November 21, 2005, as amended (the “Rights Agreement”) and
the Company executed the Second Amendment to Shareholders
Protection Rights Agreement (the “Amendment”) between the
Company and American Stock Transfer & Trust Company, as rights
agent (“Rights
Agent”). The Board had previously declared a dividend
of one right to purchase one ten-thousandth of a share of the
Company’s Series E Preferred Stock (a “Right”), subject to the
terms of the Rights Agreement, for each outstanding share of the
Company’s Common Stock. The dividend was distributed to
holders of record of the Company’s Common Stock as of the
close of business on November 29, 2005 pursuant to the Rights
Agreement, and one Right has been issued in respect of each share
of the Company’s Common Stock issued since the record
date.
The
Amendment (i) extends the expiration date of the Rights and the
Rights Agreement from November 20, 2020, to November 20, 2023 and
(ii) decreases the exercise price of the Rights to $8.54.
The
Amendment was not adopted as a result of, or in response to, any
effort to acquire control of the Company. The Board is not aware of
any such effort. The Amendment has been adopted in order to
strengthen the ability of the Board to protect the interests of the
shareholders of the Company. The Rights Agreement, as amended, is
not intended to prevent a takeover at a full and fair price, and it
will not do so.
The
foregoing summary of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Amendment, which is filed as Exhibit 4.1 hereto and is
incorporated herein by reference. A copy of the Rights Agreement
and a summary of its material terms were filed with the Securities
and Exchange Commission on Form 8-K on November 22, 2005, and such
agreement and description are incorporated herein by
reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosures included in Item 1.01 under the heading “Private
Placement of Common Stock” that pertain to the contingent
rights are incorporated herein by reference to the extent
required.
Item
3.02.Unregistered Sales of Equity Securities.
The
disclosures included in Item 1.01 under the heading “Rights
Plan Amendment” are incorporated herein by reference to the
extent required.
Item
9.01.Financial Statements and Exhibits.
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Exhibit
No.
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Description
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4.1
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4.2
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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:
November 23, 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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