Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 43K
2: EX-10.1 Exhibit 10.1 - Securities Purchase Agreement Dated HTML 149K
September 15, 2023
3: EX-10.2 Exhibit 10.2 - Note Dated September 15, 2023 HTML 44K
8: R1 Document And Entity Information HTML 43K
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(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):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 i☐
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 September 15, 2023, ParkerVision, Inc. (the "Company") amended convertible promissory notes dated September 18, 2018, with an aggregate face value of $425,000 held by accredited investors. The notes were convertible into shares of the Company’s common stock (“Common Stock”) at a conversion price of $0.57 per share and had an original maturity date of September 18, 2023. The notes were amended to reduce the conversion price to $0.25 per share and extend the maturity date by thirty months, or until March 18, 2026. All other terms of the notes remain unchanged.
In addition, on September 15, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Paul Rosenbaum, a Company director, which provides for the sale of an unsecured convertible promissory note (the “Note”) with an aggregate face value of $100,000. The Note is convertible at any time and from time to time by the holder into shares of Common Stock at a fixed conversion price of $0.25 per share. Any unconverted, outstanding principal amount of the Note is payable on March 15, 2026.
Interest on the outstanding principal balance of the Note accrues at a rate of 8% per annum, 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, on the 15th of December, March, June and September of each year during the term of the Note commencing with the earlier of the registration date, if any, of the underlying shares or March 15, 2024.
The Note provides 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 holder.
The Company has no registration obligation with respect to the Note. The Note was offered and sold on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The proceeds to the Company from the Note issuance will be used for general corporate purposes.
The foregoing summary of the Purchase Agreement and the Note are qualified in their entirety by reference to the full text thereof, which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation
The information set forth in Item 1.01 is incorporated under this Item 2.03 by reference.
Item 5.07 – Submission ofMattersto a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 15, 2023. The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was July 19, 2023. At the close of business on that date, the Company had 86,400,094 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Three proposals were submitted to the Company’s shareholders at the Annual Meeting. The proposals are described in more detail in the Company’s definitive
proxy statement filed with the U.S. Securities and Exchange Commission on August 1, 2023. The final voting results were as follows:
Proposal 1
The Company’s shareholders elected the following Class I Director to serve for a term expiring at the 2026 annual meeting. The voting results are set forth below.
Votes For
Votes Against
Votes Withheld
Broker Non-Vote
Sanford M. Litvack
14,870,661
0
494,887
36,533,470
Jeffrey L. Parker
14,422,390
0
943,158
36,533,470
The Company’s shareholders also elected the following Class II Director to serve for the remaining Class II term expiring at the 2024 annual meeting.
Votes For
Votes Against
Votes Withheld
Broker Non-Vote
Lewis H. Titterton
14,026,129
0
1,339,419
36,533,470
Proposal 2
The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation. The voting results are set forth below.
Votes For
Votes Against
Votes Abstained
Broker Non-Vote
11,794,480
2,156,544
1,414,524
36,533,470
Proposal 3
The Company’s shareholders ratified the selection of MSL, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results are set forth below.
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.
