prkr_20210115xresalesupp26
Filed pursuant to Rule 424(b)(3)
Registration No. 333-230888
PROSPECTUS SUPPLEMENT No. 26
(to Prospectus dated April 19, 2019)
PARKERVISION, INC.
12,800,000 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 12,800,000 shares of
our common stock, par value $0.01 per share (“Common
Stock”), consisting of (i) up to 7,800,000 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
and (ii) 5,000,000 shares of Common Stock issuable upon the
exercise of a five-year warrant.
We will
not receive proceeds from the sale of the shares of Common Stock by
the selling stockholders. To the extent the warrant is exercised
for cash, we will receive up to an aggregate of $800,000 in gross
proceeds. We expect to use proceeds received from the exercise of
the warrant, 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
January 13, 2021. 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modified or superseded to the extent that information in this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statement that is modified or superseded shall not be deemed to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superseded by this Prospectus Supplement.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 5 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 January 15, 2021.
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): January 11, 2021
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 11,
2021, the Board of Directors (the “Board”) of
ParkerVision, Inc. (the “Company”) amended the 2019
Long-Term Incentive Plan (the “2019 Plan”) to increase
the number of shares of common stock reserved for issuance under
the 2019 Plan from 12 million to 27 million shares.
The Board also
approved grants, under the 2019 Plan, of two-year options, with an
exercise price of $0.54 per share, vesting in 8 equal quarterly
installments commencing on March 31, 2021 and expiring on January
11, 2026. The grants under the 2019 Plan included an option to
purchase 8,000,000 shares granted to Jeffrey Parker, the
Company’s Chief Executive Officer and an option to purchase
1,000,000 shares granted to Cynthia Poehlman, the Company’s
Chief Financial Officer. The form of option agreement is included
at Exhibit 10.1 hereto.
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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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: January 13,
2021
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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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