false 0000914139 0000914139 2024-06-03 2024-06-03
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): June 3, 2024
 
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 June 3, 2024, ParkerVision, Inc. (the "Company") amended a convertible promissory note dated June 7, 2019, with a face value of $150,000 held by an accredited investor to extend the maturity date from June 7, 2024 to December 1, 2024.   All other terms of the note, including the $0.10 conversion price, remain unchanged.
 
In addition, on June 3, 2024, the Company amended two convertible promissory notes dated July 18, 2019, each with a face value of $100,000 held by accredited investors, to extend the maturity date from July 18, 2024 to December 1, 2024.  All other terms of the notes, including the $0.08 conversion price, remain unchanged. 
 
The foregoing summary of the amendments are qualified in their entirety by reference to the full text thereof, which are attached as Exhibits 10.1 through 10.3 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 9.01. Financial Statements and Exhibits.
 
(d) Exhibits:
 
Exhibit
Description
10.1 Amendment to June 7, 2019 Convertible Note Between Registrant and Mark Fisher
10.2 Amendment to July 18, 2019 Convertible Note Between Registrant and Mark Fisher
Amendment to July 18, 2019 Convertible Note Between Registrant and Stephen Hanson
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: June 7, 2024
    
   
PARKERVISION, INC.
     
   
By /s/ Cynthia French
   
Cynthia French
   
Chief Financial Officer
 
 

Exhibit 10.1

 

 

 

PARKERVISION, INC.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

 

CONVERTIBLE PROMISSORY NOTE AMENDMENT AGREEMENT (the “Amendment”), dated as of June 3, 2024, by and between PARKERVISION, INC., a Florida corporation (the “Company”), and MARK FISHER (the “Holder”).

 

WHEREAS, Holder is the holder of a convertible promissory note (No. PV 2019-009) dated June 7, 2019 (the “Existing Note”) with a principal balance of $150,000 and a maturity date of June 7, 2024, and

 

WHEREAS, the Company and Holder wish to modify the note to extend the maturity date.

 

Capitalized terms used herein and not otherwise defined are defined in the Existing Note.

 

 

NOW THEREFORE, the Company and Holder hereby agree as follows:

 

 

The MATURITY DATE of the Existing Note is hereby amended to December 1, 2024, effective immediately.

 

 

All other terms and conditions of the Existing Note remain unchanged.

 

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first indicated above.

 

 

PARKERVISION, INC.

 

 

/s/ Cynthia French                           

Name: Cynthia French

Title: Chief Financial Officer

 

 

ACKNOWLEDGED AND AGREED:

 

 

/s/ Mark Fisher                                    

Mark Fisher, Holder

 

 

 

Exhibit 10.2

 

 

PARKERVISION, INC.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

 

CONVERTIBLE PROMISSORY NOTE AMENDMENT AGREEMENT (the “Amendment”), dated as of June 3, 2024, by and between PARKERVISION, INC., a Florida corporation (the “Company”), and MARK FISHER (the “Holder”).

 

WHEREAS, Holder is the holder of a convertible promissory note (No. PV 2019-022) dated July 18, 2019 (the “Existing Note”) with a principal balance of $100,000 and a maturity date of July 18, 2024, and

 

WHEREAS, the Company and Holder wish to modify the note to extend the maturity date.

 

Capitalized terms used herein and not otherwise defined are defined in the Existing Note.

 

 

NOW THEREFORE, the Company and Holder hereby agree as follows:

 

 

The MATURITY DATE of the Existing Note is hereby amended to December 1, 2024, effective immediately.

 

 

All other terms and conditions of the Existing Note remain unchanged.

 

 

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first indicated above.

 

 

PARKERVISION, INC.

 

 

/s/ Cynthia French                           

Name: Cynthia French

Title: Chief Financial Officer

 

 

ACKNOWLEDGED AND AGREED:

 

 

/s/ Mark Fisher                                             

Mark Fisher, Holder

 

 

 

Exhibit 10.3

 

 

PARKERVISION, INC.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

 

CONVERTIBLE PROMISSORY NOTE AMENDMENT AGREEMENT (the “Amendment”), dated as of June 3, 2024, by and between PARKERVISION, INC., a Florida corporation (the “Company”), and STEPHEN HANSON (the “Holder”).

 

WHEREAS, Holder is the holder of a convertible promissory note (No. PV 2019-023) dated July 18, 2019 (the “Existing Note”) with a principal balance of $100,000 and a maturity date of July 18, 2024, and

 

WHEREAS, the Company and Holder wish to modify the note to extend the maturity date.

 

Capitalized terms used herein and not otherwise defined are defined in the Existing Note.

 

 

NOW THEREFORE, the Company and Holder hereby agree as follows:

 

 

The MATURITY DATE of the Existing Note is hereby amended to December 1, 2024, effective immediately.

 

 

All other terms and conditions of the Existing Note remain unchanged.

 

 

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first indicated above.

 

 

PARKERVISION, INC.

 

 

/s/ Cynthia French                  

Name: Cynthia French

Title: Chief Financial Officer

 

 

ACKNOWLEDGED AND AGREED:

 

/s/ Stephen Hanson                  

Stephen Hanson, Holder

 

 

 
v3.24.1.1.u2
Document And Entity Information
Jun. 03, 2024
Document Information [Line Items]  
Entity, Registrant Name PARKERVISION, INC.
Document, Type 8-K
Document, Period End Date Jun. 03, 2024
Entity, Incorporation, State or Country Code FL
Entity, File Number 000-22904
Entity, Tax Identification Number 59-2971472
Entity, Address, Address Line One 4446-1A Hendricks Avenue
Entity, Address, Address Line Two Suite 354
Entity, Address, City or Town Jacksonville
Entity, Address, State or Province FL
Entity, Address, Postal Zip Code 32207
City Area Code 904
Local Phone Number 732-6100
Soliciting Material false
Written Communications false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000914139
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