Filed pursuant to Rule 424(b)(3)
Registration No. 333-237762
PROSPECTUS SUPPLEMENT No. 18
(to Prospectus dated April 28, 2020)
PARKERVISION, INC.
16,809,295 Shares of Common Stock
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 March
19, 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
September 30, 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 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 October 1, 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): September 28, 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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32256
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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)
Not Applicable
(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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 5.03 – Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On September 28, 2021, the shareholders of the Company approved an
amendment to the Company’s amended and restated articles of
incorporation to increase the number of authorized shares of common
stock from 140,000,000 to 150,000,000. The board
of directors of the Company approved the amendment on July 18,
2021, pending shareholder approval. The amendment is more fully
described on pages 17 to 18 of the Company’s Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on August 10, 2021, which description is incorporated
herein by reference.
Articles of amendment to the Company’s amended and restated
articles of incorporation setting forth the amendment were filed
with the Department of State of the State of Florida on
September 28, 2021, and the amendment became effective on
September 29, 2021.
The foregoing summary of the material terms and conditions of the
articles of amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the
articles of amendment, which are included as Exhibit 3.1 to this
report and are incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of
Security Holders.
The Company held its Annual Meeting of Shareholders (the
“Annual Meeting”) on September 28, 2021. The record
date for shareholders entitled to notice of, and to vote at, the
Annual Meeting was August 6, 2021. At the close of business on that
date, the Company had 74,006,535 shares of common stock issued and
outstanding and entitled to be voted at the Annual Meeting. Three
proposals were submitted to the Company’s shareholders at the
Annual Meeting. The proposals are described in more detail in the
Company’s definitive proxy statement filed with the U.S.
Securities and Exchange Commission on August 10, 2021. The final
voting results were as follows:
Proposal 1
The Company’s shareholders elected the following Class II
Director to serve for a term expiring at the 2024 Annual Meeting.
The voting results are set forth below.
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Votes For
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Votes Against
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Votes Withheld
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Broker Non-Vote
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Frank N. Newman
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21,803,846
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0
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292,675
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29,680,222
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Proposal
2
The Company’s shareholders approved an amendment to the
amended and restated articles of incorporation of the Company to
increase the number of authorized shares of common stock from
140,000,000 to 150,000,000. The voting results are set
forth below.
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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50,122,007
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1,052,785
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601,951
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N/A
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Proposal 3
The Company’s shareholders ratified the selection of MSL,
P.A. as the Company’s independent registered public
accounting firm for the year ending December 31, 2021. The voting
results are set forth below.
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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51,441,797
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155,698
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179,248
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N/A
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Proposal 4
The Company’s shareholders approved the advisory resolution
approving executive compensation. The voting results are set forth
below.
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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21,421,904
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402,315
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272,302
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29,680,222
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Item
9.01 – Financial Statements and Exhibits.
(d)
Exhibits
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:
September 30, 2021
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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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