PAR Technology Issues 1,000 Unregistered Shares to New Director

TL;DR

**PAR Technology issued 1,000 shares to a new director, a minor dilution for board compensation.**

AI Summary

PAR Technology Corporation issued 1,000 shares of its Common Stock, with a par value of $0.02 per share, to a new director on January 2, 2024, as part of their compensation for joining the board. This issuance was unregistered, meaning it wasn't offered to the general public, and was done under Section 4(a)(2) of the Securities Act of 1933. For existing or potential shareholders, this matters because it slightly dilutes their ownership stake, as more shares are now outstanding, but it also signals the company's commitment to attracting and compensating new board talent.

Why It Matters

This small issuance of shares to a new director is a common practice for board compensation and indicates the company is onboarding new leadership, which could bring fresh perspectives.

Risk Assessment

Risk Level: low — The issuance of 1,000 shares is a very small amount relative to the company's total outstanding shares, posing minimal dilution risk.

Analyst Insight

A smart investor would note this minor dilution as standard board compensation and focus on the implications of a new director joining the board, rather than the share issuance itself, for future company strategy and performance.

Key Numbers

• 1,000 — Shares Issued (Number of Common Stock shares issued to a new director.)
• $0.02 — Par Value (The par value per share of the Common Stock issued.)
• 2024-01-02 — Issuance Date (The date the shares were issued to the new director.)

Key Players & Entities

• PAR Technology Corporation (company) — the registrant issuing shares
• 1,000 (dollar_amount) — number of shares issued
• $0.02 (dollar_amount) — par value per share
• January 2, 2024 (date) — date of earliest event reported
• Section 4(a)(2) of the Securities Act of 1933 (law) — exemption for unregistered sales

FAQ

Key Financial Figures

• $0.02 — ange on which registered Common Stock, $0.02 par value PAR New York Stock Exchange

Filing Documents

• par-20240102.htm (8-K) — 28KB
• paractiiiconsultingagt.htm (EX-99.1) — 28KB
• partech-amendmentno1towa.htm (EX-99.2) — 6KB
• par-20240102_g1.jpg (GRAPHIC) — 41KB
• paractiiiconsultingagt001.jpg (GRAPHIC) — 223KB
• paractiiiconsultingagt002.jpg (GRAPHIC) — 299KB
• paractiiiconsultingagt003.jpg (GRAPHIC) — 273KB
• paractiiiconsultingagt004.jpg (GRAPHIC) — 198KB
• paractiiiconsultingagt005.jpg (GRAPHIC) — 221KB
• paractiiiconsultingagt006.jpg (GRAPHIC) — 281KB
• paractiiiconsultingagt007.jpg (GRAPHIC) — 166KB
• paractiiiconsultingagt008.jpg (GRAPHIC) — 37KB
• partech-amendmentno1towa001.jpg (GRAPHIC) — 183KB
• partech-amendmentno1towa002.jpg (GRAPHIC) — 195KB
• partech-amendmentno1towa003.jpg (GRAPHIC) — 51KB
• 0000708821-24-000003.txt ( ) — 3227KB
• par-20240102.xsd (EX-101.SCH) — 2KB
• par-20240102_lab.xml (EX-101.LAB) — 25KB
• par-20240102_pre.xml (EX-101.PRE) — 13KB
• par-20240102_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Concurrent with the entry into a consulting agreement, dated as of January 2, 2024 (the "Consulting Agreement"), pursuant to which PAR Act III, LLC ("PAR Act III") has agreed to provide PAR Technology Corporation (the "Company") and/or its affiliates with strategic consulting, M&A technology due diligence, and other professional and expert services requested from time to time by the Company's Chief Executive Officer, the Company entered into an amendment (the "Amendment") to the Common Stock Purchase Warrant of the Company, dated April 8, 2021 (the "Warrant"). Under the Amendment, the Company agreed to extend the termination date of the Warrant by two years to April 8, 2028, if as of 5:00 p.m. (eastern time) on April 8, 2026, the Consulting Agreement remains in effect and has not been terminated sooner in accordance with its terms. The Amendment also makes a corresponding amendment to the definition of "Warrant" under the Registration Rights Agreement dated April 8, 2021 between the Company and PAR Act III. To the extent the extension of the termination date of the Warrant under the Amendment is deemed to be an issuance of new securities, such issuance was made pursuant to an exemption from the registration requirements under Section 3(a)(9) of the Securities Act. The Warrant is currently exercisable for up to 503,975 shares of the Company's common stock. Shares issued upon exercise of the Warrant may be issued pursuant to the exemption from the registration requirements under Section 3(a)(9) or 4(a)(2) of the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 99.1 Consulting Agreement, effective as of January 2, 2024 99.2 Amendment No. 1 to Common Stock Purchase Warrant and Registration Rights Agreement, dated January 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. PAR TECHNOLOGY CORPORATION (Registrant) Date: January 4, 2024 /s/ Bryan A. Menar Bryan A. Menar Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR