8-K
PARKERVISION INC (PRKR)
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): December 18, 2023
PARKERVISION, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-22904 | 59-2971472 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida | 32207 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(904) 732-6100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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):
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| None |
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
On December 18, 2023, ParkerVision, Inc. (the "Company") entered into a Common Stock Purchase Warrant Amendment (the “Amendment”) with Brickell Key Investments LP ("Brickell"), that modified a December 20, 2018, warrant agreement between the parties for the purchase of up to 5,000,000 shares of the Company’s common stock at $0.16 per share (the “Warrant”). Brickell previously purchased 2,000,000 of such shares. The Amendment provides for the extension of the expiration date of the Warrant by eighteen months, from December 20, 2023, to June 20, 2025. All other terms of the Warrant remain unchanged, including a call provision whereby if the closing price of the Company’s common stock for any period of five (5) consecutive trading days exceeds two times the exercise price, then the Company can call for the cancellation of all or a portion of the Warrant for which a notice of exercise has not been delivered within five (5) trading days of the Company’s delivery of a call notice to Brickell.
The shares underlying the Warrant were previously registered on a Registration Statement on Form S-1 (File No. 333-2330888).
The foregoing description of the terms and conditions of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment which is filed herewith as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 10.1 | Common Stock Purchase Warrant Amendment dated December 18, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: December 22, 2023 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia French | |
| Cynthia French | |
| Chief Financial Officer |
HTML Editor
Exhibit 10.1
COMMON STOCK PURCHASE WARRANT AMENDMENT
COMMON STOCK PURCHASE WARRANT AMENDMENT (this “Amendment”), dated as of December 18, 2023, by and between PARKERVISION, INC., a Florida corporation (the “Company”), and BRICKELL KEY INVESTMENTS, LP, a Delaware limited liability company (“Brickell”). Capitalized terms used herein and not otherwise defined are defined in the Warrant.
W I T N E S S E T H:
WHEREAS, Brickell is the holder of Common Stock Purchase Warrant No. PV 2018-05, issued by the Company on December 20, 2018 (the “Warrant”) exercisable for an aggregate of 3,000,000 shares of Common Stock.
WHEREAS, the Company wishes to induce Brickell to exercise some or all of the Warrant in the future, by extending the termination date of the Warrant.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Extension of Termination Date. the clause “five (5) year anniversary of the Issue Date (the “Termination Date”)” in the preamble of the Warrant is hereby deleted and replaced with “June 20, 2025 (the “Termination Date”)”. |
|---|---|
| 2. | Miscellaneous. |
| --- | --- |
| a. | Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts executed in and to be performed in that state, without regard to conflict of laws principles thereof. |
| --- | --- |
| b. | Counterparts. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) by the parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
| --- | --- |
| c. | Continuation of Warrants. Except as expressly amended by this Amendment, the Warrant shall continue to be and remain in full force and effect in accordance with its terms. Any future reference to the Warrant shall be deemed to be a reference to the Warrant as modified by this Amendment. |
| --- | --- |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by its respective person thereunto duly authorized as of the date first indicated above.
PARKERVISION, INC.
By:
Name: Cynthia French
Title: Chief Financial Officer
BRICKELL KEY INVESTMENTS LP
By: _________________________
Name:
Title: Director for and on behalf of
Brickell Key Partners GP Limited
As General Partner of
Brickell Key Investments LP