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): July 6, 2016

(Exact Name of Registrant as Specified in Charter)

(Registrant’s Telephone Number, Including Area Code)

(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 1.01.

Entry Into a Material Definitive Agreement.

The disclosure under Item 3.02 is incorporated herein by reference to the extent required.

Item 3.02.

Unregistered Sales of Equity Securities.

On July 6, 2016, ParkerVision, Inc. (the “Company”) consummated the sale of 1,090,909 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) at a price of $2.75 per share, pursuant to a securities purchase agreement (the “Purchase Agreement”) dated July 6, 2016 with an accredited investor identified on the signature page thereto (the “Investor”).  The sale of shares generated total gross proceeds of approximately $3 million.

The total number of shares that are subject to the Purchase Agreement represent 9.3% of the issued and outstanding shares of Common Stock immediately prior to the entry into the agreements.

Under the Purchase Agreement, the Company has agreed to indemnify the Investor for liabilities arising out of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement or related documents or (ii) any action instituted against the Investor by any of the Company’s shareholders (other than shareholders who are affiliated with the Investor) with respect to the offering, subject to certain exceptions. The Purchase Agreement also contains customary representations and warranties and covenants of the Company and provides customary closing conditions.

In addition, under the Purchase Agreement, the Company has entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor. Pursuant to the Registration Rights Agreement, the Company will register the shares of Common Stock purchased by the Investor under the Securities Act of 1933, as amended, for resale by the Investor. The Company has committed to file the registration statement by the 20^th calendar day following the closing date and to cause the registration statement to become effective by the 75^th calendar day following the closing date (or, in the event of a “full review” by the Securities and Exchange Commission, the 90^th calendar day following the closing date). However, if the Company is notified by the Securities and Exchange Commission that the registration statement will not be reviewed or is no longer subject to further review and comments, the Company will cause the registration statement to become effective on the fifth trading day following such notice. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events, including failure by the Company to the 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 an Investor for the shares purchased by the Investor affected by the event that are still held by the Investor upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%.

The Common Stock was offered and sold to the accredited investor 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 and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as part of Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.  The press release announcing the sale of shares of Common Stock is attached hereto as Exhibit 99.1.

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.

Dated: July 7, 2016

EXHIBIT INDEX