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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board  >  ParkerVision, Inc.    PRKR

PARKERVISION, INC.

(PRKR)
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PARKERVISION INC : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

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06/25/2019 | 04:52pm EDT

Item 1.01.Entry into a Material Definitive Agreement.

On June 19, 2019, 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 $190,000. 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 $0.10 per share. Any unconverted, outstanding principal amount of the Notes is payable on June 19, 2024. The proceeds of the Notes will be used to fund operations.

At any time following the one-year anniversary of the issuance date of the Notes, the Company may prepay the then outstanding principal amount of the Notes, along with any accrued interest, at a cash premium of 125% prior to the two-year anniversary, 120% prior to the three-year anniversary, 115% prior to the four-year anniversary or 110% thereafter.

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, beginning on the earlier of (i) the ninety (90) day anniversary of the issuance dates of the Notes, provided that a registration statement for the underlying shares has been declared effective, or (ii) the first quarterly anniversary of the issuance dates of the Notes following the effective date of registration of the underlying shares.

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 "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 75th calendar day following the issuance date of the Notes and to cause the registration statement to become effective by the 150th calendar day following the issuance date. 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 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 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.

Item 3.02.Unregistered Sales of Equity Securities.

The disclosure included in Item 1.01 is incorporated herein by reference to the extent required.

Forward-Looking Statements

This Current Report on Form 8-K (this "Current Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about the Company's future plans, objectives, and expectations. When used in this Current Report, the words or phrases "expects", "will likely result", "will continue", "is anticipated", "estimated" or similar expressions are intended to identify "forward-looking statements." Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected. Although the Company may from time to time voluntarily update its prior forward-looking statements, the Company disclaims any commitment to do so whether as a result of new information, future events, changes in assumptions or otherwise except as required by applicable securities laws.

Item 9.01.Financial Statements and Exhibits.

(d)
Exhibits:


Exhibit No. Description
10.1          Form of Securities Purchase Agreement
10.2          Form of Note
10.3          Form of Registration Rights Agreement
10.4          List of Holders

© Edgar Online, source Glimpses

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Managers
NameTitle
Jeffrey L. Parker Chairman & Chief Executive Officer
Cynthia L. Poehlman Chief Financial Officer & Secretary
David F. Sorrells Director & Chief Technology Officer
Frank N. Newman Independent Director
Paul A. Rosenbaum Independent Director
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