prkr-20200903x8k
Filed pursuant to Rule 424(b)(3)
Registration No. 333-237762
PROSPECTUS SUPPLEMENT No. 8
(to Prospectus dated April 28, 2020)
PARKERVISION, INC.
16,809,295 Shares of Common Stock
This
Prospectus Supplement relates to the prospectus dated April 28,
2020, as amended and supplemented from time to time (the
“Prospectus”), which permits the resale by the selling
stockholders listed in the Prospectus of up to 16,809,295 shares of
our common stock, par value $0.01 per share (“Common
Stock”) consisting of (i) up to 4,961,538 shares of Common
Stock issuable upon conversion of, and for the payment of interest
from time to time at our option, for a convertible promissory note
dated September 13, 2019 which has a fixed conversion price of
$0.10 per share and convertible promissory notes dated January 8,
2020 which have a fixed conversion price of $0.13 per share (the
“Notes”), (ii) an aggregate of 3,907,331 shares of
Common Stock issued pursuant to securities purchase agreements
dated January 9, 2020, January 15, 2020, March 5, 2020 and March
19, 2020, (iii) an aggregate of 2,740,426 shares of Common Stock
issued as payment for services and repayment of short-term loans
and other accounts payable, including interest, (iv) up to
5,000,000 shares of Common Stock issuable upon exercise of a
five-year warrant with an exercise price of $0.74 per share,
subject to adjustment and issued pursuant to a warrant agreement
with Aspire Capital Fund LLC (“Aspire”) and (v) up to
200,000 shares of Common stock issuable upon exercise of a
three-year warrant with an exercise price of $1.00 per share,
subject to adjustment and issued pursuant to a warrant agreement
with Tailwinds Research Group LLC
(“Tailwinds”).
We will
not receive proceeds from the sale of the shares of Common Stock by
the selling stockholders. To the extent the Aspire and Tailwinds
warrants are exercised for cash, we will receive up to an aggregate
of $3,900,000 in gross proceeds. We expect to use proceeds received
from the exercise of the Aspire and Tailwinds warrants, if any, for
general working capital and corporate purposes.
This
Prospectus Supplement is being filed to update and supplement the
information previously included in the Prospectus with the
information contained in our Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on
September 4, 2020. Accordingly, we have attached the 8-K to this
prospectus supplement. You should read this prospectus supplement
together with the prospectus, which is to be delivered with this
prospectus supplement.
Any
statement contained in the Prospectus shall be deemed to be
modified or superseded to the extent that information in this
Prospectus Supplement modifies or supersedes such statement. Any
statement that is modified or superseded shall not be deemed to
constitute a part of the Prospectus except as modified or
superseded by this Prospectus Supplement.
This
Prospectus Supplement should be read in conjunction with, and may
not be delivered or utilized without, the Prospectus.
Our
Common Stock is listed on the OTCQB Venture Capital Market under
the ticker symbol “PRKR.”
Investing in our securities involves a high degree of risk. See
“Risk Factors”
beginning on page 6 of this prospectus for a discussion of
information that should be considered in connection with an
investment in our securities.
Neither the SEC nor any such authority has approved or disapproved
these securities or determined whether this prospectus is truthful
or complete. Any representation to the contrary is a criminal
offense.
The
date of this Prospectus Supplement is September 4, 2020.
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): August 31, 2020
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.)
|
|
|
9446 Philips
Highway, Suite 5A, Jacksonville, Florida
|
32256
|
(Address of
Principal Executive Offices)
|
(Zip
Code)
|
(904) 732-6100
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former Name or
Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
|
|
|
Title of Each
Class
|
Trading
Symbol
|
Name of Each
Exchange on Which Registered
|
Common Stock, $.01
par value
|
PRKR
|
OTCQB
|
Common Stock
Rights
|
|
OTCQB
|
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))
|
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 5.03 – Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On
August 31, 2020, the shareholders of the Company approved an
amendment to the Company’s amended and restated articles of
incorporation to increase the number of authorized shares of common
stock from 110,000,000 to 140,000,000. The board
of directors of the Company approved the amendment on June 5, 2020,
pending shareholder approval. The amendment is more fully described
on pages 14 to 15 of the Company’s Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission
on July 14, 2020, which description is incorporated herein by
reference.
Articles
of amendment to the Company’s amended and restated articles
of incorporation setting forth the amendment were filed with the
Department of State of the State of Florida on September 2,
2020, and the amendment became effective on September 4,
2020.
The
foregoing summary of the material terms and conditions of the
articles of amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the
articles of amendment, which are included as Exhibit 3.1 to this
report and are incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of
Security Holders.
The
Company held its Annual Meeting of Shareholders (the “Annual
Meeting”) on August 31, 2020. The record date for
shareholders entitled to notice of, and to vote at, the Annual
Meeting was July 2, 2020. At the close of business on that date,
the Company had 49,097,007 shares of common stock issued and
outstanding and entitled to be voted at the Annual Meeting. Three
proposals were submitted to the Company’s shareholders at the
Annual Meeting. The proposals are described in more detail in the
Company’s definitive proxy statement filed with the U.S.
Securities and Exchange Commission on July 14, 2020. The final
voting results were as follows:
Proposal 1
The
Company’s shareholders elected the following Class I Director
to serve for a term expiring at the 2023 Annual Meeting. The voting
results are set forth below.
|
Votes For
|
Votes Against
|
Votes Withheld
|
Broker Non-Vote
|
Jeffrey
Parker
|
16,852,617
|
0
|
195,796
|
16,260,256
|
Proposal
2
The
Company’s shareholders approved an amendment to the amended
and restated articles of incorporation of the Company to increase
the number of authorized shares of common stock from 110,000,000 to
140,000,000. The voting results are set forth
below.
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
32,023,532
|
1,026,488
|
258,649
|
N/A
|
Proposal 3
The
Company’s shareholders ratified the selection of MSL, P.A. as
the Company’s independent registered public accounting firm
for the year ending December 31, 2020. The voting results are set
forth below.
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
33,002,241
|
101,311
|
205,117
|
N/A
|
Item
9.01 – Financial Statements and Exhibits.
(d)
Exhibits
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: September 4,
2020
|
|
|
|
|
PARKERVISION, INC.
|
|
|
|
|
|
By /s/ Cynthia
Poehlman
|
|
|
Cynthia Poehlman
|
|
|
Chief Financial Officer
|