Item 1.01.Entry into a Material Definitive Agreement.
Warrant Agreement Amendment
On
The Warrant Amendment Agreement also adds a call provision to the Existing
Warrants whereby the Company may, after
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
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
Item 3.02.Unregistered Sales of
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: Exhibit No. Description 4.1 Warrant Agreement datedFebruary 28, 2020 10.1 Warrant Amendment Agreement betweenParkerVision and AspireCapital Fund, LLC datedFebruary 28, 2020 10.2 Form of Securities Purchase Agreement betweenParkerVision and accredited investor datedMarch 5, 2020 10.3 Form of Registration Rights Agreement betweenParkerVision and accredited investor datedMarch 5, 2020
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