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)
 
 
 
 
Florida
000-22904
59-2971472
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida
32256
(Address of Principal Executive Offices)
(Zip Code)
 
(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:
 
 
 
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 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.
 
 
Votes For
Votes Against
Votes Withheld
Broker Non-Vote
Frank N. Newman
21,803,846
0
292,675
29,680,222
 
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
Votes Against
Votes Abstained
Broker Non-Vote
50,122,007
1,052,785
601,951
N/A
 
 2
 
 
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
Votes Against
Votes Abstained
Broker Non-Vote
51,441,797
155,698
179,248
N/A
 
 
Proposal 4
 
The Company’s shareholders approved the advisory resolution approving executive compensation. The voting results are set forth below.
 
Votes For
Votes Against
Votes Abstained
Broker Non-Vote
21,421,904
402,315
272,302
29,680,222
 
 
 
Item 9.01 – Financial Statements and Exhibits.
 
(d) Exhibits
 
 
 
 
  3
 
 
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.
 
 
 
 
 
Dated: September 30, 2021
 
 
 
 
PARKERVISION, INC.
 
 
 
 
 
By /s/ Cynthia French
 
 
Cynthia French
 
 
Chief Financial Officer
 
  
 

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