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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
May 11, 2023
Date of Report (date of earliest event reported)
BlackBerry Limited
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Canada | | 001-38232 | | 98-0164408 | |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| | | |
2200 University Ave East | | | | | | |
Waterloo | Ontario | Canada | | | | | N2K 0A7 | |
(Address of Principal Executive Offices) | | | | | (Zip Code) | |
(519) 888-7465
Registrant's telephone number, including area code
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):
☐ 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: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares | BB | New York Stock Exchange |
| Common Shares | BB | Toronto 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 2.01 Completion of Disposition of Assets
On May 11, 2023, BlackBerry Limited (the “Company”) completed its previously-announced sale of substantially all of its non-core patents and patent applications to Malikie Innovations Limited. Under the terms of the agreement governing the sale (the “Patent Sale Agreement”), the Company received $170 million in cash at closing and is entitled to receive an additional $30 million in cash by no later than the third anniversary of closing, as well as annual cash royalties from the profits generated from the assets sold.
The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by the full text of the Patent Sale Agreement, a copy of which filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 31, 2023.
Item 9.01. Financial Statements and Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | | | | | | | | | | | | | |
| | BlackBerry Limited |
| | |
Date: | | May 11, 2023 | |
By: | /s/ Steve Rai |
| | Name: | Steve Rai |
| Title: | Chief Financial Officer |