Form 424B3 PARKERVISION INC
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-230888
PROSPECTUS SUPPLEMENT No. 37
(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
June 30, 2022. 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modified or superseded to the extent that information in this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statement that is modified or superseded shall not be deemed to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superseded by this Prospectus Supplement.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.
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 30, 2022
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)
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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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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None
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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.
Convertible Notes
On June
30, 2022, ParkerVision, Inc. (the “Company”) entered into a
securities purchase agreement (the “Purchase Agreement”) with
accredited investors identified on Exhibit 10.4 hereof (the
“Holders”) which provides
for the sale of unsecured convertible promissory notes (the
“Notes”) with an aggregate
face value of $350,000. The Notes are convertible at any time and
from time to time by the Holders into shares of Common Stock at a
fixed conversion price of $0.13 per share. Any unconverted,
outstanding principal amount of the Notes is payable on June 30,
2027, unless otherwise extended. The proceeds from the sale of the
Notes will be used to fund the Company’s
operations.
Interest
accrues at a rate of 8% per annum on the Notes, and is payable
quarterly either in cash, shares of Common Stock, or a combination
thereof at the Company’s option, subject to certain equity
conditions, on the 15th of April, July,
October, and January of each year during the five (5) year term of
the Note (each an “Interest Payment Date”)
commencing with the first Interest Payment Date following effective
date of registration of the underlying shares.
The
Notes provide for events of default that include (i) failure to pay
principal or interest when due, (ii) any breach of any of the
representations, warranties, covenants or agreements made by the
Company in the Purchase Agreement, (iii) events of liquidation or
bankruptcy, and (iii) a change in control. In the event of default,
the interest rate increases to 12% per annum and the outstanding
principal balance of the Notes plus all accrued interest due may be
declared immediately payable by the holders of a majority of the
outstanding principal balance of the Notes.
The
Company also entered into a registration rights agreement (the
“Convertible Notes
Registration Rights Agreement”) with the Holders
pursuant to which the Company will register the shares of Common
Stock underlying the Notes. The Company has committed to file the
registration statement by August 11, 2022 and to cause the
registration statement to become effective by the 120th calendar day
following the issuance date. The Convertible Notes 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 amount paid by the Holders
for the Notes upon the occurrence of the event, and monthly
thereafter, up to a maximum of 6%.
The
Notes were offered and sold solely to accredited 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, the Notes, and the
Convertible Notes Registration Rights Agreement are qualified in
their entirety by reference to the full text of the agreements,
which are included as part of Exhibits 10.1 through 10.3 hereto and
are incorporated herein by reference.
Item
3.02.Unregistered Sales of Equity Securities.
The
disclosures included in Item 1.01 regarding the shares underlying
the Notes are incorporated herein by reference to the extent
required.
The
Notes and the Common Stock issuable upon conversion of the Notes
are being sold pursuant to the exemption from registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended, and
Rule 506 promulgated thereunder.
Item
9.01.Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit
No.
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Description
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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:
July 1, 2022
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PARKERVISION, INC.
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By /s/ Cynthia
French
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Cynthia French
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Chief Financial Officer
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