UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 20, 2024
PAR Technology Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 1-09720 | 16-1434688 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock | PAR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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 November 20, 2024, PAR Technology Corporation (the “Company” or “PAR”) entered into separate and individually negotiated transactions (the “Exchange Agreements”) with certain holders of its outstanding 2.875% Convertible Senior Notes due 2026 (the “Notes”) to exchange $100 million aggregate principal amount of the Notes (the “Exchanged Notes”) for approximately 2.4 million shares of the Company’s common stock, par value $0.02 per share (the “Common Stock”), plus approximately $336,000 in cash equal to accrued and unpaid interest on the Exchanged Notes to, but excluding, the closing date (the “Notes Exchange”). The Notes Exchange is expected to close on November 27, 2024, subject to customary closing conditions. Following the Notes Exchange, an aggregate of $20 million principal amount of the Notes will remain outstanding.
The Company will not receive any cash proceeds from the Notes Exchange. The Exchange Agreements provide for the Company to deliver and pay, as applicable, the shares of Common Stock and cash described above, and the Company will receive and cancel the Exchanged Notes.
The Notes Exchange is being conducted pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Exchange Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
Item 8.01 Other Events.
On November 21, 2024, the Company issued a press release announcing the Notes Exchange, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits. | |
| Exhibit No. | Exhibit Description |
| 10.1 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
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| | PAR TECHNOLOGY CORPORATION |
| | (Registrant) |
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| Date: | November 21, 2024 | /s/ Bryan A. Menar |
| | Bryan A. Menar |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
