PARKERVISION INC 10-Q

ITEM 5. Other Information.   On August 14, 2023, we entered into a secured, non-recourse promissory note (the "Note") and a prepaid forward purchase agreement ("PPFPA") with Brickell Key Investments ("Brickell").  The Note, together with the PPFPA, supersedes and replaces the prior Claims Proceeds Investment Agreement dated February 24, 2016, and related amendments and letter agreements thereto, between the parties.   The Note has a face value of $45.5 million, accrues simple interest, and matures on August 14, 2028.  Payments under the Note will be made solely from proceeds form our patent assets, net of contingent fees payable to attorneys ("Distributions").  We are obligated to pay one hundred percent (100%) of the first $5.8 million in Distributions to Brickell, and thereafter will pay a percentage of Distributions, which vary depending upon the origin of the Distributions, until the Note and accrued interest thereon has been repaid in full.  If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the matruity date, our remaining repayment obligations under the Note will be reduced to zero. The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants.  The Note contains events of default including, but not limited to, (a) failure to pay principal or interest on the Note when due; (b) breach of representations or covenants, (c) impairment in the perfection or priority of Brickell's security interests in the collateral, and (d) bankruptcy or dissolution of the Company.  In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable.   The PPFPA extends beyond the maturity date of the Note and provides that Brickell is entitled to a specified percentage of monetary recoveries resulting from our patent-related actions to the extent not already paid to Brickell under the Note or otherwise prior to the inception of the Note.  The PPFPA also contains standard and customary respresentations, warranties and covenants.    The foregoing information is furnished in response to Items 1.01 and 2.03 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Registrant, except as shall be expressly set forth by specific instructions in such document.    24 Table of Contents   ITEM 6. Exhibits.   Exhibit Number   Description of Exhibit 31.1   Section 302 Certification of Jeffrey L. Parker, CEO *       31.2   Section 302 Certification of Cynthia L. French, CFO *       32.1   Section 906 Certification **       101.INS   Inline XBRL Instance Document*       101.SCH   Inline XBRL Taxonomy Extension Schema*       101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase*       101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase*       101.LAB   Inline XBRL Taxonomy Extension Label Linkbase*       101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase*       104   Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set   * Filed herewith ** Furnished herewith   25 Table of Contents   SIGNATURES   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, thereunto duly authorized.             ParkerVision, Inc.     Registrant                           August 14, 2023 By:   /s/Jeffrey L. Parker       Jeffrey L. Parker       Chairman and Chief Executive Officer       (Principal Executive Officer)                   August 14, 2023 By:   /s/Cynthia L. French       Cynthia L. French       Chief Financial Officer       (Principal Financial Officer and Principal       Accounting Officer)         26