PRKR ParkerVision Inc (QB)







Filed pursuant to Rule 424(b)(3)

Registration No. 333- 230888

PROSPECTUS SUPPLEMENT No. 1

(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 which permits the resale by the selling stockholders listed in the prospectus, as amended and supplemented from time to time, 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 $3,713,500 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 amend 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 April 29, 2019 (the “8-K”).  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.



Our C ommon S tock is listed on the OTCQB Venture Capital Market under the ticker symbol “PRKR.” On April   29 , 2019, the last reported sale price per share of our Common Stock was $ 0.1 2 per share.



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 April 2 9 , 2019 .













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): April 26, 2019