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 March19, 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
July 6, 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modified or superseded to the extent that information in this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 July 10, 2020.
C:
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): June 29, 2020
PARKERVISION, INC.
(Exact Name of
Registrant as Specified in Charter)
(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
1.01.Entry into a Material Definitive Agreement.
Private Placement of Common Stock
On June 29, 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 614,859 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 $215,200. 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 the 60th calendar day
following the closing date and to cause the registration statement
to become effective by the 90th calendar day
following the closing date. 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.
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.
