0001437749-23-018458.txt : 20230626 0001437749-23-018458.hdr.sgml : 20230626 20230626162930 ACCESSION NUMBER: 0001437749-23-018458 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230626 DATE AS OF CHANGE: 20230626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKERVISION INC CENTRAL INDEX KEY: 0000914139 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 592971472 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-266777 FILM NUMBER: 231042721 BUSINESS ADDRESS: STREET 1: 4446 - 1A HENDRICKS AVENUE STREET 2: SUITE 354 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9047326100 MAIL ADDRESS: STREET 1: 4446 - 1A HENDRICKS AVENUE STREET 2: SUITE 354 CITY: JACKSONVILLE STATE: FL ZIP: 32207 424B3 1 prkr20230626h_424b3.htm FORM 424B3 prkr20230626h_424b3.htm

 

Filed Pursuant to Rule 424(b)(3)

 

Registration No. 333-266777

 

PROSPECTUS SUPPLEMENT No. 13

 

(to Prospectus dated August 22, 2022)

 

PARKERVISION, INC.

 

16,638,353 Shares of Common Stock

 

This Prospectus Supplement relates to the prospectus dated August 22, 2022, as amended and supplemented from time to time (the “Prospectus”), which permits the resale by the selling shareholders listed in the Prospectus of up to 16,638,353 shares of our common stock, par value $0.01 per share (“Common Stock”) issuable upon conversion of, and for the payment of interest from time to time at our option for convertible promissory notes dated between May 10, 2022 and August 3, 2022 with a fixed conversion price of $0.13 per share.

 

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 26, 2023.  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Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement.  Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.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.

 

Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission 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 June 26, 2023.

 

 

 

 

 

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 22, 2023

 

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

32207

(Address of Principal Executive Offices)

(Zip Code)

 

(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):

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

None

   

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective June 22, 2023, the Board of Directors of the Company appointed Lewis H. Titterton to fill a Class II director vacancy.  The Company entered into a standard indemnification agreement with Mr. Titterton.  The Company issued a press release announcing the appointment of Mr. Titterton to the Company's Board of Directors, a copy of which is filed herewith as Exhibit 99.1.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit

Description

99.1

Press Release dated June 26, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

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: June 26, 2023

   
   

PARKERVISION, INC.

     
   

By /s/ Cynthia French

   

Cynthia French

   

Chief Financial Officer