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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/23 Parkervision Inc. 10-K 12/31/22 92:7.4M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.27M
2: EX-4.7 Instrument Defining the Rights of Security Holders HTML 34K
3: EX-10.30 Material Contract HTML 95K
4: EX-23.1 Consent of Expert or Counsel HTML 26K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
13: R1 Document And Entity Information HTML 87K
14: R2 Consolidated Balance Sheets HTML 135K
15: R3 Consolidated Balance Sheets (Parentheticals) HTML 32K
16: R4 Consolidated Statements of Comprehensive Loss HTML 96K
17: R5 Consolidated Statements of Shareholders' Deficit HTML 61K
18: R6 Consolidated Statements of Cash Flows HTML 95K
19: R7 Note 1 - Significant Accounting Policies HTML 56K
20: R8 Note 2 - Liquidity and Going Concern HTML 34K
21: R9 Note 3 - Revenue HTML 31K
22: R10 Note 4 - Prepaid Expenses HTML 34K
23: R11 Note 5 - Intangible Assets HTML 38K
24: R12 Note 6 - Accrued Liabilities HTML 33K
25: R13 Note 7 - Leases HTML 50K
26: R14 Note 8 - Notes Payable HTML 33K
27: R15 Note 9 - Convertible Notes HTML 53K
28: R16 Note 10 - Contingent Payment Obligations HTML 49K
29: R17 Note 11 - Fair Value Measurements HTML 63K
30: R18 Note 12 - Income Taxes and Tax Status HTML 63K
31: R19 Note 13 - Commitments and Contingencies HTML 57K
32: R20 Note 14 - Stock Authorization and Issuance HTML 65K
33: R21 Note 15 - Share-based Compensation HTML 82K
34: R22 Note 16 - Related Party Transactions HTML 31K
35: R23 Note 17 - Concentration of Credit Risk HTML 28K
36: R24 Note 18 - Subsequent Events HTML 31K
37: R25 Significant Accounting Policies (Policies) HTML 81K
38: R26 Note 1 - Significant Accounting Policies (Tables) HTML 32K
39: R27 Note 4 - Prepaid Expenses (Tables) HTML 33K
40: R28 Note 5 - Intangible Assets (Tables) HTML 38K
41: R29 Note 6 - Accrued Liabilities (Tables) HTML 32K
42: R30 Note 7 - Leases (Tables) HTML 49K
43: R31 Note 8 - Notes Payable (Tables) HTML 31K
44: R32 Note 9 - Convertible Notes (Tables) HTML 46K
45: R33 Note 10 - Contingent Payment Obligations (Tables) HTML 40K
46: R34 Note 11 - Fair Value Measurements (Tables) HTML 59K
47: R35 Note 12 - Income Taxes and Tax Status (Tables) HTML 58K
48: R36 Note 14 - Stock Authorization and Issuance HTML 41K
(Tables)
49: R37 Note 15 - Share-based Compensation (Tables) HTML 75K
50: R38 Note 1 - Significant Accounting Policies (Details HTML 42K
Textual)
51: R39 Note 1 - Significant Accounting Policies - HTML 32K
Schedule of Antidilutive Securities Excluded From
Earnings Per Share (Details)
52: R40 Note 2 - Liquidity and Going Concern (Details HTML 50K
Textual)
53: R41 Note 3 - Revenue (Details Textual) HTML 31K
54: R42 Note 4 - Prepaid Expenses (Details Textual) HTML 27K
55: R43 Note 4 - Prepaid Expenses - Prepaid Expenses HTML 35K
(Details)
56: R44 Note 5 - Intangible Assets (Details Textual) HTML 28K
57: R45 Note 5 - Intangible Assets - Intangible Assets HTML 31K
(Details)
58: R46 Note 5 - Intangible Assets - Schedule of Finite HTML 40K
Lived Intangible Assets, Future Amortization
Expense (Details)
59: R47 Note 6 - Accrued Liabilities - Schedule of Accrued HTML 33K
Liabilities (Details)
60: R48 Note 7 - Leases (Details Textual) HTML 29K
61: R49 Note 7 - Leases - Supplemental Cash Flow HTML 28K
Information (Details)
62: R50 Note 7 - Leases - Operating Lease, Lease Cost HTML 31K
(Details)
63: R51 Note 7 - Leases - Lessee Operating Lease Liability HTML 38K
Maturity (Details)
64: R52 Note 8 - Notes Payable (Details Textual) HTML 44K
65: R53 Note 8 - Notes Payable - Schedule of Maturities of HTML 42K
Long-Term Debt (Details)
66: R54 Note 9 - Convertible Notes (Details Textual) HTML 76K
67: R55 Note 9 - Convertible Notes - Schedule Of HTML 55K
Convertible Notes Payable (Details)
68: R56 Note 10 - Contingent Payment Obligations (Details HTML 61K
Textual)
69: R57 Note 10 - Contingent Payment Obligations - HTML 31K
Reconciliation Of Secured Contingent Obligation At
Fair Value (Details)
70: R58 Note 10 - Contingent Payment Obligations - HTML 31K
Reconciliation Of Unsecured Contingent Obligation
At Fair Value (Details)
71: R59 Note 11 - Fair Value Measurements (Details HTML 33K
Textual)
72: R60 Note 11 - Fair Value Measurements - Schedule Of HTML 38K
Assets And Liabilities Measured At Fair Value On A
Recurring Basis (Details)
73: R61 Note 11 - Fair Value Measurements - Quantitative HTML 47K
Information (Details)
74: R62 Note 12 - Income Taxes and Tax Status (Details HTML 38K
Textual)
75: R63 Note 12 - Income Taxes and Tax Status - Schedule HTML 33K
of Effective Income Tax Rate Reconciliation
(Details)
76: R64 Note 12 - Income Taxes and Tax Status - Schedule HTML 51K
of Deferred Tax Assets and Liabilities (Details)
77: R65 Note 12 - Income Taxes and Tax Status - Schedule HTML 28K
of Unrecognized Tax Beneifts (Details)
78: R66 Note 13 - Commitments and Contingencies (Details HTML 59K
Textual)
79: R67 Note 14 - Stock Authorization and Issuance HTML 183K
(Details Textual)
80: R68 Note 14 - Stock Authorization and Issuance - HTML 54K
Summary of Equity Offerings (Details)
81: R69 Note 15 - Share-based Compensation (Details HTML 70K
Textual)
82: R70 Note 15 - Share-Based Compensation - Schedule of HTML 46K
Share-Based Compensation, Restricted Stock and
Restricted Stock Units Activity (Details)
83: R71 Note 15 - Share-Based Compensation - Share-Based HTML 61K
Compensation, Stock Options Activity (Details)
84: R72 Note 15 - Share-Based Compensation - Schedule of HTML 40K
Share-Based Payment Award Stock Options, Valuation
Assumptions (Details)
85: R73 Note 15 - Share-based Compensation - Schedule of HTML 57K
Share Based Compensation, Shares Authorized Under
Stock Option Plans By Exercise Price Range
(Details)
86: R74 Note 16 - Related Party Transactions (Details HTML 61K
Textual)
87: R75 Note 18 - Subsequent Events (Details Textual) HTML 62K
90: XML IDEA XML File -- Filing Summary XML 173K
88: XML XBRL Instance -- prkr20221231_10k_htm XML 1.51M
89: EXCEL IDEA Workbook of Financial Reports XLSX 137K
9: EX-101.CAL XBRL Calculations -- prkr-20221231_cal XML 138K
10: EX-101.DEF XBRL Definitions -- prkr-20221231_def XML 1.59M
11: EX-101.LAB XBRL Labels -- prkr-20221231_lab XML 1.09M
12: EX-101.PRE XBRL Presentations -- prkr-20221231_pre XML 1.59M
8: EX-101.SCH XBRL Schema -- prkr-20221231 XSD 220K
91: JSON XBRL Instance as JSON Data -- MetaLinks 438± 732K
92: ZIP XBRL Zipped Folder -- 0001437749-23-008226-xbrl Zip 328K
Exhibit 4.7
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description of the securities of ParkerVision Inc. (the “Company”, “we”, “our” or similar terms) is based upon the Company’s amended and restated articles of incorporation (“Charter”), the Company’s bylaws (“Bylaws”) and applicable provisions of law. We have summarized certain portions of the Charter and Bylaws below. The summary is not complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our Charter and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.7 is a part.
Authorized Capital Stock
Pursuant to our Charter, our authorized capital stock consists of 190,000,000 shares, of which 175,000,000 is voting Common Stock, $0.01 par value per share, and 15,000,000 is Preferred Stock, $1.00 per share.
Common Stock
Authorization. The outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and nonassessable.
Listing. The Company’s common stock is traded on the OTCQB Market under the ticker symbol “PRKR.”
Voting Rights. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.
Preemptive Rights, Etc. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to our common stock, except that upon the consummation of our initial business combination, subject to the limitations described herein, we will provide our stockholders with the opportunity to redeem their shares of our common stock for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account.
Preferred Stock
Our Charter provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions, applicable to the shares of each series. Our board of directors will be able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
Series E Preferred Stock
On November 17, 2005, the board of directors designated 100,000 shares of authorized preferred stock as the Series E Preferred Stock in conjunction with its adoption of a Shareholder Protection Rights Plan (as described below). Certain rights of this series of preferred stock are defined in terms of a “Reference Package.” The “Reference Package” is initially 1,000 shares of common stock, as adjusted for stock dividends, subdivisions and combinations. The holders of full or fractional shares of this series are entitled to receive dividends, when and as declared by the board of directors, on each date that dividends or other distributions (other than dividends or distributions payable in our common stock) are payable on or in respect of common stock comprising part of the Reference Package, in an amount per whole share of this series equal to the aggregate amount of dividends or other distributions that would be payable on such date to a holder of the Reference Package. In addition, on the last day of March, June, September and December in each year, the holders of this series are entitled to receive dividends in an amount per whole share of this series equal to the excess (if any) of $100 over the aggregate dividends paid per whole share of this series during the three-month period ending on such last day. Dividends on each full and each fractional share of this series are cumulative from the date such full or fractional share is originally issued. In the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of full and fractional shares of this series shall be entitled, before any distribution or payment is made on any date to the holders of the common stock or any other stock of ours ranking junior to this series upon liquidation, to be paid in full an amount per whole share of this series equal to the greater of $100 or the aggregate amount distributed or to be distributed in connection with such liquidation, dissolution or winding up to a holder of the Reference Package, together with accrued dividends to such distribution or payment date, whether or not earned or declared.
Our Series E Preferred Stock shall rank junior to all other series or classes of our preferred stock, now existing or hereafter created, as to payment of dividends and the distribution of assets, unless the terms of any such other series or class shall provide otherwise.
Each whole share of this series shall, on any matter, vote as a class with any other capital stock comprising part of the Reference Package and voting on such matter and shall have the number of votes thereon that a holder of the Reference Package would have.
Shareholder Protection Rights Plan
We have a Shareholder Protection Rights Agreement (“Rights Agreement”), originally adopted on November 21, 2005 and amended on November 20, 2015 and November 20, 2020 pursuant to which we issued, on November 29, 2005, as a dividend, one right to acquire a fraction of a share of Series E Preferred Stock for each then outstanding share of Common Stock. Each share of Common Stock issued by us after such date also has included, and any subsequent shares of Common Stock issued by us prior to the Separation Time (as defined in the Rights Agreement) will include, an attached right. The following description of the Rights Agreement, and any description of the Rights Agreement included in a prospectus supplement, may not be complete and is subject to and qualified in its entirety by reference to the terms and provisions of the Rights Agreement.
The principal objective of the Rights Agreement is to cause someone interested in acquiring us to negotiate with our Board rather than launch an unsolicited or hostile bid. The Rights Agreement subjects a potential acquirer to substantial voting and economic dilution.
The rights initially are not exercisable and trade with our Common Stock. In the future, the rights may become exercisable with various provisions that may discourage a takeover bid. If a potential acquirer initiates a takeover bid or becomes the beneficial owner of 15% or more of our Common Stock, the rights will separate from the Common Stock. Upon separation, the holders of the rights may exercise their rights at an exercise price of $14.50 per right (the “Exercise Price”), subject to adjustment and payable in cash. Additionally, the rights have what are known as “flip-in” and “flip-over” provisions that could make any acquisition of us more costly to the potential acquirer. The “flip-in” provision provides that, in the event a potential acquirer acquires 15% or more of the outstanding shares of our Common Stock, upon payment of the exercise price, the holders of the rights will receive from us that number of shares of Common Stock having an aggregate market price equal to twice the Exercise Price, as adjusted. The “flip-over” provision allows the holder to purchase that number of shares of common/voting equity of a successor entity, if we are not the surviving corporation in a business combination, with an aggregate market price equal to twice the Exercise Price.
We have the right to substitute for any of our shares of Common Stock that we are obligated to issue, shares of Series E Preferred Stock at a ratio of one thousandth of a share of Series E Preferred Stock for each share of Common Stock.
The rights may be redeemed upon approval of the Board at a redemption price of $0.01 per right. The Rights Agreement expires on November 20, 2023.
Classified Board; Director Nominations; Special Meetings
Our Board is divided into three classes, with only one class of directors elected at each annual meeting, and our shareholders may remove our directors only for cause. Nominations for our Board may be made by our Board or by any holder of Common Stock. A shareholder entitled to vote for the election of directors may nominate a person for election as director only if the shareholder provides written notice of his nomination to our secretary not later than 120 days in advance of the same day and month that our proxy statement was released to shareholders in connection with the previous year’s annual meeting of shareholders or, if no annual meeting was held in the previous year, then by the end of the fiscal year to which the annual meeting in which the nomination will be made relates. A special meeting of our shareholders may be called only by our Board or our chief executive officer. These provisions and the Board’s right to issue shares of our preferred stock from time to time, in one or more classes or series without stockholder approval, are intended to enhance the likelihood of continuity and stability in the composition of the policies formulated by our Board. These provisions are also intended to discourage some tactics that may be used in proxy fights.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/20/23 | ||||
| Filed on: | 3/28/23 | 8-K | ||
| For Period end: | 12/31/22 | 5 | ||
| 11/20/20 | ||||
| 11/20/15 | 8-A12G/A, 8-K | |||
| 11/29/05 | ||||
| 11/21/05 | 8-K | |||
| 11/17/05 | ||||
| List all Filings | ||||