prkr-20201216xresalesupp23
Filed pursuant to Rule 424(b)(3)
Registration No. 333-230888
PROSPECTUS SUPPLEMENT No. 23
(to Prospectus dated April 19, 2019)
PARKERVISION, INC.
17,189,660 Shares of Common Stock
This
Prospectus Supplement relates to the prospectus dated April 19,
2019, 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 17,189,660 shares of
our common stock, par value $0.01 per share (“Common
Stock”) including:
(i) an
aggregate of 1,273,540 shares of our Common Stock, consisting of
923,540 shares of Common Stock sold by us in a private placement
consummated on July 6, 2016 and up to 350,000 shares of Common
Stock issuable upon exercise of a warrant sold by us on May 27,
2016, with an exercise price of $2.00 per share and a term of five
years (“2016 Warrant”); such shares were previously
registered on Form S-3 which was declared effective on August 2,
2016 (File No. 333-212670) (the “Resale Registration
Statement”);
(ii) up
to 10,000,000 shares of Common Stock by Aspire Capital Fund, LLC
(“Aspire Capital”) issued and issuable by us in
accordance with a securities purchase agreement dated July 26, 2018
(“PIPE Agreement”); such shares were previously
registered pursuant to the registrant’s registration
statement on Form S-1 along with a pre-effective amendment, which
was declared effective on September 10, 2018 (File No. 333-226738)
(the “Aspire Resale Registration Statement”);
and
(iii)
an aggregate of 5,916,120 shares of common stock issuable upon
conversion of, and for the payment of interest from time to time at
our option for, convertible promissory notes issued September 10,
2018, which have a fixed conversion price of $0.40 per share
(“First 2018 Notes”) and a convertible promissory note
issued September 19, 2018, which has a fixed conversion price of
$0.57 per share (“Second 2018 Note” and together with
the First 2018 Notes, the “2018 Notes”); such shares
were previously registered pursuant to the registrant’s
registration statement on Form S-1 which was declared effective on
November 13, 2018 (File No. 333-228184) (the “Conversion
Share Resale Registration Statement”).
We will
not receive proceeds from the sale of the shares of Common Stock by
the selling stockholders. To the extent the 2016 Warrant is
exercised for cash, we will receive up to an aggregate of $700,000
in gross proceeds. Additionally, we may receive up to an additional
$1,763,500 in proceeds from the sale of our Common Stock or the
exercise of warrants issued to Aspire Capital under the PIPE
Agreement. We expect to use proceeds received from the exercise of
warrants, if any, to fund our patent enforcement actions and for
other working capital and general 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
December 14, 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 the 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 or
Prospectus Supplement is truthful or complete. Any representation
to the contrary is a criminal offense.
The
date of this Prospectus Supplement is December 16, 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): December 11, 2020
PARKERVISION, INC.
(Exact Name of
Registrant as Specified in Charter)
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Florida
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000-22904
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59-2971472
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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4446-1A Hendricks
Avenue, Suite 354, Jacksonville, Florida
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32207
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(904) 732-6100
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Trading
Symbol
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Name of Each
Exchange on Which Registered
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Common Stock, $.01
par value
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PRKR
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OTCQB
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Common Stock
Rights
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OTCQB
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e 4(c))
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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
1.01.Entry into a Material Definitive Agreement.
On December 11,
2020, the Company entered into securities purchase agreements (the
“Purchase
Agreements”) with the accredited investors identified
on Exhibit 10.3 hereof (the “Investors”) for the sale
of an aggregate of 857,716 shares (“Shares”) of the
Company’s common stock, par value $0.01 per share, at a price
of $0.35 per share for aggregate proceeds of $300,200. The Purchase
Agreements also provide the Investors with a contingent payment
right whereby the Company will pay each Investor an allocated
portion of the Company’s net proceeds from its patent claims,
after taking into account fees and expenses payable to law firms
representing the Company and amounts payable to the Company’s
litigation financer. The Investor’s allocated portion of such
net proceeds will be determined by multiplying (i) the net proceeds
recovered by the Company up to $10 million by (ii) the quotient of
such Investor’s subscription amount divided by $10 million,
up to an amount equal to each Investor’s subscription amount
(“Contingent
Payment”). The Purchase Agreements also contain
customary representations and warranties of the Investors. The
proceeds from the sale of the Shares will be used to fund the
Company’s operations, including litigation
expenses.
The Company also
entered into registration rights agreements (the
“Registration Rights
Agreement”) with the Investors pursuant to which the
Company will register the Shares. The Company has committed to file
the registration statement by April 15, 2021 and to cause the
registration statement to become effective by April 30, 2021 (or,
in the case of a review by the Commission, by June 30, 2021). The
Registration Rights Agreement provides for liquidated damages upon
the occurrence of certain events including failure by the Company
to file the registration statement or cause it to become effective
by the deadlines set forth above. The amount of the liquidated
damages is 1.0% of the aggregate subscription upon the occurrence
of the event, and monthly thereafter, up to a maximum of
6%.
The Shares were
offered and sold to the Investors on a private placement basis
under Section 4(a)(2) of the Securities Act of 1933, as amended,
and Rule 506 promulgated thereunder.
The foregoing
summaries of the Purchase Agreement and the Registration Rights
Agreement are qualified in their entirety by reference to the full
text of the agreements, which are attached as part of Exhibits 10.1
through 10.2 hereto and are incorporated herein by
reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The disclosures
included in Item 1.01 that pertain to the contingent rights are
incorporated herein by reference to the extent
required.
Item
3.02. Unregistered Sales of Equity Securities.
The disclosures
included in Item 1.01 are incorporated herein by reference to the
extent required.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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10.2
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10.3
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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.
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Dated: December 14,
2020
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PARKERVISION, INC.
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By /s/ Cynthia
Poehlman
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Cynthia Poehlman
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Chief Financial Officer
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