Item 1.01.Entry into a Material Definitive Agreement.
On January 5, 2021, 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 2,976,430 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 $1,041,750. 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.
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 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 are incorporated herein by reference to
the extent required.
Item 9.01.Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No. Description
10.1 Form of Securities Purchase Agreement between ParkerVision and
accredited investors ( incorporated by reference to Exhibit
10.1 to Current Report on Form 8-K dated November 17, 2020 ).
10.2 Form of Registration Rights Agreement between ParkerVision and
accredited investors ( incorporated by reference to Exhibit
10.2 to Current Report on Form 8-K dated November 17, 2020 ).
10.3 List of accredited investors.
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