Current Report Filing (8-k)
December 21 2018 - 4:07PM
Edgar (US Regulatory)
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 21, 2018
PARKERVISION,
INC.
(Exact
Name of Registrant as Specified in Charter)
Florida
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000-22904
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59-2971472
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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7915
Baymeadows Way, Jacksonville, Florida
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32256
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(Address of Principal
Executive Offices)
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(Zip Code)
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(904)
732-6100
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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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[ ]
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[ ]
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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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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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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. [ ]
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Item
1.01.
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Entry
Into a Material Definitive Agreement.
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On
December 21, 2018, Brickell Key Investments LP, (“
Brickell
”), a special purpose fund under the management of
Brickell Key Asset Management Limited, a Guernsey-based asset manager exercised its right of first offer under the Claims Proceeds
Investment Agreement (the “Agreement”) between Brickell and the Company, dated February 25, 2016, as amended on May
27, 2016, December 29, 2017, and April 26, 2018 (the “ROFO Exercise”) to provide $2.5 million in additional funding
for purposes of advancing the Company’s patent assertion program. The ROFO Exercise provides that the Company will repay
and compensate Brickell for the additional funds on substantially the same terms and conditions set forth in the Agreement as
disclosed under Item 1.01 of the Company’s Current Report on Form 8-K filed on February 26, 2016 and incorporated herein
by reference. In addition, the ROFO Exercise provides that in the event of a change in control of the Company, Brickell has the
right to be paid its return as defined under the amended Agreement and an amount equal to the transaction price for the change
in control event will be considered Scheduled Patent Proceeds as defined in the Agreement for purposes of the Brickell return
calculation.
As
consideration for the additional investment, the Company issued Brickell warrants for the purchase of up to five million shares
of its common stock at an exercise price of $0.16 per share. The warrants are immediately exercisable, expire five years from
the date of issuance and include cashless exercise and registration rights. The foregoing description of the terms and conditions
of the Warrant is not complete and is qualified in its entirety by the full text of the warrant which is filed herewith as Exhibits
10.1 and incorporated into this Item 1.01 by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation
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The
information set forth in Item 1.01 is incorporated under this Item 2.03 by reference.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information set forth in Item 1.01 is incorporated under this Item 3.02 by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits:
Exhibit No.
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Description
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10.1
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Warrant Agreement between the Company and Brickell
Key Investments, L.P. dated December 20, 2018.
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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 21, 2018
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PARKERVISION, INC.
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By /s/
Cynthia L. Poehlman
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Cynthia L. Poehlman
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Chief Financial Officer
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