~~PART~~

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

PAR~~KERVISION,~~

PARKERVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par value data)



	March 31,		December 31,
	2020		2019
CURRENT ASSETS:
Cash and cash equivalents	$	173	$	57
Prepaid expenses		627		505
Other current assets		112		117
Total current assets		912		679

Property and equipment, net		62		70
Intangible assets, net		2,711		2,878
Operating lease right-of-use assets		255		283
Other assets, net		16		16
Total assets	$	3,956	$	3,926

CURRENT LIABILITIES:
Accounts payable	$	4,816	$	2,328
Accrued expenses:
Salaries and wages		55		78
Professional fees		240		499
Statutory court costs		359		369
Other accrued expenses		552		1,081
Related party note payable, current portion		97		86
Secured note payable, current portion		24		1,222
Unsecured notes payable		-		225
Operating lease liabilities, current portion		201		250
Total current liabilities		6,344		6,138

LONG-TERM LIABILITIES:
Secured contingent payment obligation		27,465		26,651
Convertible notes, net		2,951		2,733
Related party note payable, net of current portion		771		793
Unsecured contingent payment obligation		2,429		-
Operating lease liabilities, net of current portion		271		305
Other long-term liabilities		-		403
Total long-term liabilities		33,887		30,885
Total liabilities		40,231		37,023

SHAREHOLDERS' DEFICIT:
Common stock, $.01 par value, 110,000 shares authorized, 43,103 and 34,097 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		431		341
Additional paid-in capital		372,998		368,345
Accumulated deficit		(409,704)		(401,783)
Total shareholders' deficit		(36,275)		(33,097)
Total liabilities and shareholders' deficit	$	3,956	$	3,926

September 30,

December 31,

2019

2018

CURRENT ASSETS:

Cash and cash equivalents
$130
$1,527
Accounts receivable, net
  -
  2
Finished goods inventories, net
  21
  98
Prepaid expenses
  726
  538
Other current assets
  1
  55
Held for sale assets
  50
  65
Total current assets
  928
  2,285



Property and equipment, net
  84
  129
Operating lease right-of-use assets
  311
  -
Intangible assets, net
  3,174
  3,902
Other assets, net
  16
  15
Total assets
$4,513
$6,331



CURRENT LIABILITIES:


Accounts payable
$1,834
$655
Accrued expenses:


Salaries and wages
  104
  122
Professional fees
  571
  379
Statutory court costs
  363
  114
Other accrued expenses
  551
  563
Related party note payable, current portion
  139
  37
Unsecured notes payable
  225
  -
Secured notes payable
  1,600
  2,400
Operating lease liabilities, current portion
  262
  86
Total current liabilities
  5,649
  4,356



LONG-TERM LIABILITIES:


Secured contingent payment obligation
  24,802
  25,557
Convertible notes, net
  2,711
  837
Related party note payable, net of current portion
  732
  799
Operating lease liabilities, net of current portion
  339
  91
Other long term liabilities
  -
  1
Total long-term liabilities
  28,584
  27,285
Total liabilities
  34,233
  31,641



COMMITMENTS AND CONTINGENCIES





SHAREHOLDERS' DEFICIT:


Common stock, $.01 par value, 75,000 shares authorized, 33,509 and 28,677 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
  335
  287
Warrants outstanding
  1,330
  1,810
Additional paid-in capital
  366,720
  364,885
Accumulated deficit
  (398,105)
  (392,292)
Total shareholders' deficit
  (29,720)
  (25,310)
Total liabilities and shareholders' deficit
$4,513
$6,331

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in thousands, except per share data)



	Three Months Ended
	March 31,
	2020		2019
Product revenue	$	-	$	10
Cost of sales		-		(10)
Gross margin		-		-

Research and development expenses		-		334
Selling, general and administrative expenses		5,495		2,156
Total operating expenses		5,495		2,490

Interest and other income		-		-
Interest expense		(186)		(62)
Change in fair value of contingent payment obligations		(2,240)		458
Total interest and other		(2,426)		396

Net loss		(7,921)		(2,094)

Other comprehensive loss, net of tax		-		-

Comprehensive loss	$	(7,921)	$	(2,094)

Basic and diluted net loss per common share	$	(0.21)	$	(0.07)

Weighted average common shares outstanding		38,329		29,186

Three Months Ended

Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

Product revenue
$35
$13
$70
$128
Cost of sales
  (35)
  (12)
  (70)
  (96)
Inventory impairment charge
  -
  (975)
  -
  (1,017)
Gross margin
  -
  (974)
  -
  (985)





Research and development expenses
  -
  685
  334
  2,560
Selling, general and administrative expenses
  1,950
  2,522
  5,957
  8,401
Restructuring charges
  -
  607
  -
  607
Total operating expenses
  1,950
  3,814
  6,291
  11,568





Interest and other income
  3
  -
  3
  2
Interest expense
  (104)
  (24)
  (242)
  (58)
Change in fair value of secured contingent payment obligation
  (68)
  (26)
  755
  (1,013)
Total interest and other
  (169)
  (50)
  516
  (1,069)





Net loss
  (2,119)
  (4,838)
  (5,775)
  (13,622)





Other comprehensive loss, net of tax
  -
  -
  -
  -





Comprehensive loss
$(2,119)
$(4,838)
$(5,775)
$(13,622)





Basic and diluted net loss per common share
$(0.07)
$(0.19)
$(0.19)
$(0.59)





Weighted average common shares outstanding
  32,012
  25,997
  30,706
  23,282

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARKERVISION, INC.

CONDENSED CON~~SOLIDATED~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

(in thousands)


	Common Stock, Par Value		Additional Paid-in Capital		Accumulated Deficit		Total Shareholders' Deficit
Balance as of December 31, 2019	$	341	$	368,345	$	(401,783)	$	(33,097)
Issuance of common stock and warrants in public and private offerings, net of issuance costs		39		2,811		-		2,850
Issuance of common stock upon exercise of warrants		14		487		-		501
Issuance of common stock and warrants for services		5		219		-		224
Issuance of convertible debt with beneficial conversion feature		-		173		-		173
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt		7		187		-		194
Issuance of common stock upon conversion of short-term loans and payables		22		318		-		340
Share-based compensation, net of shares withheld for taxes		3		458		-		461
Comprehensive loss for the period		-		-		(7,921)		(7,921)
Balance as of March 31, 2020	$	431	$	372,998	$	(409,704)	$	(36,275)


	Common Stock, Par Value		Additional Paid-in Capital		Accumulated Deficit		Total Shareholders' Deficit
Balance as of December 31, 2018	$	287	$	366,695	$	(392,292)	$	(25,310)
Cumulative effect of change in accounting principle		-		-		(38)		(38)
Issuance of common stock upon exercise of warrants		15		-		-		15
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt		4		76		-		80
Share-based compensation, net of shares withheld for taxes		-		67		-		67
Comprehensive loss for the period		-		-		(2,094)		(2,094)
Balance as of March 31, 2019	$	306	$	366,838	$	(394,424)	$	(27,280)

Common Stock, Par Value

Warrants Outstanding

Additional Paid-in Capital

Accumulated Deficit

Total Shareholders' Deficit

Balance as of December 31, 2018
$287
$1,810
$364,885
$(392,292)
$(25,310)
Cumulative effect of change in accounting principle
  -
  -
  -
  (38)
  (38)
Issuance of common stock upon exercise of warrants
  15
  (357)
  357
  -
  15
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt
  4
  -
  76
  -
  80
Share-based compensation, net of shares withheld for taxes
  -
  -
  67
  -
  67
Comprehensive loss for the period
  -
  -
  -
  (2,094)
  (2,094)
Balance as of March 31, 2019
  306
  1,453
  365,385
  (394,424)
  (27,280)
Issuance of common stock for services
  6
  -
  54
  -
  60
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt
  5
  -
  43
  -
  48
Share-based compensation, net of shares withheld for taxes
  -
  -
  48
  -
  48
Comprehensive loss for the period
  -
  -
  -
  (1,562)
  (1,562)
Balance as of June 30, 2019
  317
  1,453
  365,530
  (395,986)
  (28,686)
Issuance of common stock upon exercise of warrants
  14
  (303)
  303
  -
  14
Issuance of warrants for services
  -
  180
  -
  -
  180
Issuance of convertible debt with beneficial conversion feature


  550

  550
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt
  4
  -
  51
  -
  55
Share-based compensation, net of shares withheld for taxes
  -
  -
  286
  -
  286
Comprehensive loss for the period
  -
  -
  -
  (2,119)
  (2,119)
Balance as of September 30, 2019
$335
$1,330
$366,720
$(398,105)
$(29,720)

Common Stock, Par Value

Warrants Outstanding

Additional Paid-in Capital

Accumulated Deficit

Total Shareholders' Deficit

Balance as of December 31, 2017
$212
$826
$359,141
$(371,423)
$(11,244)
Issuance of common stock and warrants in public and private offerings, net of issuance costs
  25
  -
  2,227
  -
  2,252
Share-based compensation, net of shares withheld for taxes
  1
  -
  362
  -
  363
Comprehensive loss for the period
  -
  -
  -
  (4,290)
  (4,290)
Balance as of March 31, 2018
  238
  826
  361,730
  (375,713)
  (12,919)
Expiration of warrants
  -
  (491)
  491
  -
  -
Issuance of common stock and warrants in public and private offerings, net of issuance costs
  20
  -
  1,103
  -
  1,123
Share-based compensation, net of shares withheld for taxes
  1
  -
  347
  -
  348
Comprehensive loss for the period
  -
  -
  -
  (4,494)
  (4,494)
Balance as of June 30, 2018
  259
  335
  363,671
  (380,207)
  (15,942)
Issuance of common stock and warrants in public and private offerings, net of issuance costs

  1,950
  (48)

  1,902
Issuance of convertible debt with beneficial conversion feature


  442

  442
Share-based compensation, net of shares withheld for taxes
  3

  183

  186
Comprehensive loss for the period



  (4,838)
  (4,838)
Balance as of September 30, 2018
$262
$2,285
$364,248
$(385,045)
$(18,250)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARKERVISION, INC.

CONDENSED CON~~SOLIDATED~~CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)



	Three Months Ended
	March 31,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,921)	$	(2,094)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		208		212
Share-based compensation		461		67
Noncash lease expense		28		98
Loss (gain) on changes in fair value of contingent payment obligations		2,240		(458)
Loss (gain) on disposal of equipment and other assets		33		(6)
Warrant expense		1,775		-
Changes in operating assets and liabilities:
Inventories		-		14
Prepaid expenses and other assets		107		56
Accounts payable and accrued expenses		1,851		557
Operating lease liabilities		(83)		(119)
Total adjustments		6,620		421
Net cash used in operating activities		(1,301)		(1,673)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets		-		14
Payments for patent costs and other intangible assets		-		(8)
Net cash provided by investing activities		-		6

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock and warrants in public and private offerings		1,075		-
Net proceeds from exercise of options and warrants		501		15
Net proceeds from debt financings		1,050		1,300
Principal payments on notes payable		(1,209)		(800)
Net cash provided by financing activities		1,417		515

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		116		(1,152)

CASH AND CASH EQUIVALENTS, beginning of period		57		1,527

CASH AND CASH EQUIVALENTS, end of period	$	173	$	375

Nine Months Ended

September 30,

2019

2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss
$(5,775)
$(13,622)
Adjustments to reconcile net loss to net cash used in operating activities:


Depreciation and amortization
  604
  947
Share-based compensation
  401
  911
Noncash lease expense
  252
  -
Change in fair value of secured contingent payment obligation
  (755)
  1,013
Loss on disposal of equipment and other assets
  220
  356
Inventory impairment charges
  -
  1,017
Changes in operating assets and liabilities:


Accounts receivable
  2
  24
Finished goods inventories
  77
  (217)
Prepaid expenses and other assets
  105
  (17)
Accounts payable and accrued expenses
  1,759
  413
Operating lease liabilities and deferred rent
  (184)
  109
Total adjustments
  2,481
  4,556
Net cash used in operating activities
  (3,294)
  (9,066)



CASH FLOWS FROM INVESTING ACTIVITIES:


Proceeds from redemption of available-for-sale securities
  -
  26
Proceeds from sale of property and equipment
  27
  4
Purchases of property and equipment
  (5)
  (5)
Payments for patent costs and other intangible assets
  (18)
  (6)
Net cash provided by investing activities
  4
  19



CASH FLOWS FROM FINANCING ACTIVITIES:


Net proceeds from issuance of common stock and warrants in public and private offerings
  -
  5,277
Net proceeds from exercise of options and warrants
  29
  -
Net proceeds from debt financings
  2,665
2,819
Principal payments on long-term debt
  (800)
  (121)
Principal payments on finance lease obligation
  (1)
  (1)
Shares withheld for payment of taxes
  -
  (14)
Net cash provided by financing activities
  1,893
  7,960



NET DECREASE IN CASH AND CASH EQUIVALENTS
  (1,397)
  (1,087)



CASH AND CASH EQUIVALENTS, beginning of period
  1,527
  1,354



CASH AND CASH EQUIVALENTS, end of period
$130
$267

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARKERVISION, INC.

NOTES TOTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of Business

ParkerVision, Inc. and its wholly-owned German subsidiary, ParkerVision GmbH (collectively “ParkerVision”, “we” or the “Company”) is in the business of innovating fundamental wireless technologies and products.

We have designed and developed proprietary radio frequency (“RF”RF”) technologies and integrated circuits for use in wireless communication products. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore the primary focus of our ~~primary~~ business plan ~~includes~~is the enforcement of our intellectual property rights through patent infringement litigation and licensing efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset providers and their chip suppliers for the infringement of a number of our RF patents. We have made significant investments in developing and protecting our technologies, ~~and products,~~ the returns on which are dependent upon the generation of future revenues for realization.

We ~~have~~ also designed, developed and ~~developed~~marketed a distributed WiFi product line ~~for consumers and small businesses marketed~~ under the brand name Milo®. We restructured our operations during the third quarter of 2018 in order to reduce operating expenses in light of our limited capital resources. Accordingly, we significantly reduced our ongoing investment in the Milo product. In early 2019, we ceased ~~our~~substantially all ongoing research and development efforts and, where applicable, repurposed resources to support our patent enforcement and product sales and support efforts. We ~~expect to close the~~ceased sales of our Milo ~~product operations~~products in the fourth quarter of ~~2019 and further reduce our operating costs.~~

2019.

2. Liquidity and Going Concern

Our accompanying condensed consolidated financial statements were prepared assuming we would continue as a going concern, which contemplates that we will continue in operation for the foreseeable future and will be able to realize assets and settle liabilities and commitments in the normal course of ~~business.~~business for a period of at least one year from the issuance date of these condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should we be unable to continue as a going concern.

We have incurred significant losses from operations and negative cash flows in every year since inception and have utilized the proceeds from ~~debt~~the sales of our equity securities and ~~equity financings~~contingent funding arrangements with third-parties to fund our operations, including the cost of litigation. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we incurred a net loss of approximately ~~$5.8~~$7.9 million and negative cash flows from operations of approximately ~~$3.3~~$1.3 million. At ~~September 30, 2019,~~March 31, 2020, we had cash and cash equivalents of approximately $0.2 million, a working capital deficit of approximately ~~$4.7~~$5.4 million and ~~we had~~ an accumulated deficit of approximately ~~$398.1~~$409.7 million. These circumstances raise substantial doubt about our ability to continue to operate as a going concern ~~within~~for a period of one year following the issue date of these condensed consolidated financial statements.

For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we received aggregate net proceeds ~~of approximately $2.44 million~~ from the sale of ~~convertible promissory notes~~debt and ~~$0.23 million for the issuance of short-term notes. At September 30, 2019, we had cash and cash equivalents~~equity securities of approximately ~~$0.1 million. Our Milo product line has not generated expected revenues to date and we expect to discontinue sales of the Milo product in the fourth quarter of 2019. The amount and timing of~~$1.5 million, proceeds from ~~our patent enforcement actions, if any, is difficult to predict. Although we have made significant reductions in our operating costs, we will need additional working capital to fund our operations.~~

~~In October 2019, we engaged an additional law firm to support ongoing~~the exercise of outstanding warrants of approximately $0.5 million and advances from a potential litigation ~~as well as explore additional patent enforcement actions. This firm will support the litigation on a full contingent basis, including advancement~~funding party of ~~out-of-pocket costs incurred by us to support litigation efforts.~~approximately $0.6

million. In addition, we repaid approximately $0.7 million in short-term debt and other accrued expenses through the use of shares of our common stock. Despite these funding efforts, our resources are ~~exploring financing opportunities for both~~not sufficient to meet our ~~short~~short-term liquidity needs and long-term capital needs. These financing opportunities may include debt, convertible debt, common or preferred equity offerings, additional litigation financing, or a combination thereof. There can be no assurance that we will be ~~able~~required to ~~consummate a financing transaction or that the terms of such financing will be on terms and conditions that are acceptable.~~

seek additional capital.

Our ability to meet our liquidity needs for the next twelve months is dependent upon ~~one or more of~~ (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment ~~obligations; and/or~~obligations and (ii) our ability to obtain additional debt or equity financing. We expect that revenue generated from patent enforcement actions and technology licenses over the next twelve months may not be sufficient to cover our working capital requirements. In the event we do not generate revenues, or other patent-related proceeds, sufficient ~~revenues~~ to cover our operational costs and contingent repayment obligations, we will be required to use available working capital and/or raise additional working capital through the sale of equity securities or other financing arrangements.

~~We expect~~

In April 2020, we received aggregate net proceeds of $0.5 million from the sale of equity securities with contingent payment rights to ~~continue to invest in the support of~~ our patent enforcement proceeds, if any (see Note 13). We are exploring additional financing opportunities for both our short and ~~licensing programs.~~ long-term capital needs. These financing opportunities may include debt, convertible debt, common or preferred equity offerings, or a combination thereof. There can be no assurance that we will be able to consummate a financing transaction or that the terms of such financing will be on terms and conditions that are acceptable.

As a result of the impact of COVID-19 on our operations, we applied for a loan under the Paycheck Protection Program. In May 2020, our loan was approved and we received proceeds of approximately $0.2 million which will be used to offset the costs of payroll, employee health benefits and other approved costs (see Note 13).

The long-term continuation of our business plan is dependent upon the generation of sufficient revenues from our ~~ability to secure sufficient financing to support our business and our ability to generate revenues~~technologies and/or ~~patent-related proceeds sufficient~~products to offset expenses and ~~meet our~~ contingent payment ~~obligation and other~~obligations. In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private debt ~~repayment obligations.~~or equity financing or contingent fee arrangements and/or reduce operating costs. Failure to generate sufficient revenues, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

3. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for the ~~period~~three months ended ~~September 30, 2019~~March 31, 2020 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Operating results for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019~~2020 or future years. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

The year-end condensed consolidated balance sheet data was derived from ~~the~~ audited ~~consolidated~~ financial statements for the year ended December 31, ~~2018,~~2019, but does not include all disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (“~~2018~~2019 Annual Report”).

The condensed consolidated financial statements include the accounts of ParkerVision, Inc. and its wholly-owned German subsidiary, ParkerVision GmbH, after elimination of all intercompany transactions and accounts.

4. Accounting Policies

There have been no changes in accounting policies from those stated in our ~~2018~~2019 Annual ~~Report, except as follows:~~

~~Adoption~~Report. We do not expect any newly effective accounting standards to have a material impact on our financial position, results of ~~New Accounting Standards~~

As of January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 842, “Leases.” ASC 842 requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all finance and operating leases with lease terms of more than 12 months and disclose key information about leasing arrangements (see Note 8). ASC 842 allows for the application of the new standard on the adoption date without restatement of prior comparative periods or a modified retrospective transition method which requires application of the new standard at the beginning of the earliest period presented. We have elected to use the adoption date as the initial application date without restatement of prior comparative periods. We also elected the package of practical expedients permitted under the transition guidance which, among other things, does not require us to reassess lease classification. Upon adoption of ASC 842, we recognized an adjustment to beginning retained earnings of approximately $0.04 million for the cumulative effect of the change in accounting principle. We also recorded a ROU asset of approximately $0.56 million and an increase in our operating lease liabilities of approximately $0.60 million, primarily related to operating leases for our office and warehouse facilities. Our accounting for finance leases remains substantially unchanged. Adoption of the standard did not materially impact operating resultsoperations or cash ~~flows.~~

As of January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. We have no stranded tax effects included in our other comprehensive loss and therefore the adoption of ASU 2018-02 did not impact our condensed consolidated financial statements.

As of January 1, 2019, we adopted ASU 2018-07, "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." The amendments in this update simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. We did not previously have awards to nonemployees ~~that would require reassessment~~ ~~and therefore the adoption of ASU 2018-07 did not impact our condensed consolidated financial statements.~~

flows when they become effective.

5. Loss per Common Share

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each period. Diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation, as their effect is anti-dilutive.

We have shares underlying outstanding options, warrants, unvested ~~restricted stock units (“RSUs”)~~RSUs and convertible notes that were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. These common share equivalents at ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were as follows (in thousands):


	March 31,
	2020		2019
Options outstanding		12,176		1,225
Warrants outstanding		15,920		11,700
Unvested RSUs		750		5
Shares underlying convertible notes		23,807		7,696
		52,653		20,626

September 30,

2019

2018

Options outstanding
  11,349
  1,455
Warrants outstanding
  12,150
  10,350
Unvested RSUs
  -
  36
Shares underlying convertible notes
  20,846
  2,996

  44,345
  14,837

6. Prepaid Expenses

Prepaid expenses consist of the following (in thousands):



	March 31,		December 31,
	2020		2019
Prepaid services	$	344	$	221
Prepaid bonds for German statutory costs		184		188
Prepaid licenses, software tools and support		25		17
Prepaid insurance		58		62
Other prepaid expenses		16		17
	$	627	$	505

Prepaid services include approximately $0.3 million and $0.1 million of consulting services paid in shares of stock or warrants to purchase shares of stock in the future at March 31, 2020, and December 31, 2019, respectively.

September 30,

December 31,

2019

2018

Prepaid services
$503
$252
Prepaid bonds for German statutory costs
  183
  199
Prepaid licenses, software tools and support
  13
  51
Prepaid insurance
  11
  19
Other prepaid expenses
  16
  17

$726
$538

7. Intangible Assets

Intangible assets consist of the following (in thousands):



	March 31,		December 31,
	2020		2019
Patents and copyrights	$	15,878	$	16,612
Accumulated amortization		(13,167)		(13,734)
	$	2,711	$	2,878

September 30,

December 31,

2019

2018

Patents and copyrights
$17,474
$18,350
Accumulated amortization
(14,300)
(14,448)

$3,174
$3,902

~~During the nine months ended September 30, 2019, we recorded losses due to the abandonment of patents and patent applications of approximately $0.2 million.~~

8. ~~Leases~~

We lease our office and other facilities and certain office equipment under long-term, non-cancelable operating and finance leases. Some leases include options to purchase, terminate, or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. We do not recognize ROU assets and lease liabilities for leases with terms at inception of twelve months or less.

At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of our lease arrangements contain lease components (e.g. minimum rent payments) and non-lease components (e.g. services). For certain equipment leases, we account for lease and non-lease components separately based on a relative fair market value basis. For all other leases, we account for the lease and non-lease components (e.g. common area maintenance) on a combined basis.

Following the adoption of ASC 842 as of January 1, 2019 (see Note 4), operating leases are included in operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term using the implicit rate, when readily available, or our incremental borrowing rate for collateralized debt based on information available at the lease commencement date. Lease expense for operating leases is generally recognized on a straight-line basis over the lease term and is included in operating expenses on the condensed consolidated statement of comprehensive loss. For the three and nine months ended September 30, 2019, we recognized operating lease costs of approximately $0.1 million and $0.3 million, respectively.

Finance leases are included in property and equipment and other accrued expenses on the condensed consolidated balance sheets. Finance leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Amortization expense and interest expense associated with finance leases are included in selling, general, and administrative expense and interest expense, respectively, on the condensed consolidated statements of comprehensive loss. Our finance leases are not material to our condensed consolidated financial statements as of or for the three and nine months ended September 30, 2019.

No new finance or operating leases commenced during the three or nine months ended September 30, 2019. The following table summarizes the supplemental cash flow information related to leases, including the right-of-use assets recognized upon adoption of the new lease standard (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2019

2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases
$60
$252






Right-of-use assets obtained in exchange for operating lease liabilities
  -
  563

~~The following table summarizes other supplemental information related to leases:~~

	~~Nine Months Ended~~
	~~September 30,~~
	~~2019~~
~~Weighted-average remaining lease term (in years):~~
~~Operating leases~~	~~2.9~~
~~Finance leases~~	~~0.5~~
~~Weighted average discount rate:~~
~~Operating leases~~	~~12.0~~%
~~Finance leases~~	~~8.7~~%

~~The future maturities of lease liabilities consist of the following as of September 30, 2019 (in thousands):~~

Operating Leases

Finance Leases

2019 (remaining)
$170
$1
2020
  185
  -
2021
  176
  -
2022
  166
  -
2023
  4
  -
Thereafter
  -
  -
Total undiscounted lease payments
$701
$1
Less: imputed interest
  100
  -
Present value of lease liabilities
$601
$1

As of December 31, 2018, we had a lease liability of approximately $0.1 million which represented the estimated fair value of remaining lease rental payments for our cease-use facility in Lake Mary, Florida, less estimated sublease rentals, as accounted for under ASC 840, “Leases” which was superseded by ASC 842 as of January 1, 2019.

9. Long-term debt

Notes Payable

Note Payable to a Related Party

~~Our note payable to a related party at September 30, 2019 and December 31, 2018, consisted of the following (in thousands):~~

September 30,

December 31,

Description

2019

2018

Note payable to a related party
$871
$836
Less current maturities
139
37
Long-term note payable
$732
$799

We have an unsecured promissory note payable of $0.9 million to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party, for outstanding unpaid fees for legal ~~services (the “SGKF Note”).~~services. The SKGF ~~Note,~~note, as amended, ~~in 2018, accrued~~accrues interest at a rate of 8% per annum and provided for payments of principal and interest of approximately $48,500 per month commencing October 31, 2018 through March 31, 2020. At December 31, 2018, we were in default on the payment terms of the SKGF Note. In March 2019, we amended the SKGF Note to provide for a waiver of past payment defaults, a decrease in the interest rate from 8% per annum to 4% per annum, an extension of the maturity date from March 2020 to April 2022, and a modification of payment terms. This amendment constituted a troubled debt restructuring and has been accounted for on a prospective basis from the date of the amendment. As of June 29, 2019, we amended the note to provide for a postponement of past payment defaults and future payments until October 2019. In October 2019, we further amended the note to provide a continued waiver of any payment defaults and to modify the payment schedule such thatrequires repayments of principal and interest ~~commence January 31, 2020~~ at a rate of $10,000 per month with a final balloon payment due in April 2022. We are currently in compliance with all the terms of the ~~agreement,~~note, as amended.

Unsecured ~~Short Term~~Short-Term Notes Payable

In May and June 2019, we entered into unsecured short-term promissory notes with accredited investors for aggregate proceeds of approximately $0.23 million. The notes, ~~are unsecured,~~as amended, accrued interest at a rate of 18% per annum and had an original maturity date at the earlier of ninety (90) days following the issuance date or upon our receipt of additional litigation financing. The maturity date for the notes was extended to December 2019 and the interest rate was increased to 20% per annum. InDuring the ~~event~~three months ended March 31, 2020, we issued an aggregate of ~~default, the~~1,740,426 shares of our common stock as an in-kind repayment of all outstanding ~~balance of the notes~~principal and ~~any other obligation from the Company to the lenders shall become due immediately without demand or notice and we are obligated to pay all costs of collection, including reasonable attorney fees.~~

accrued interest on these short-term notes.

Secured Note Payable

We have a note payable ~~of $1.6 million~~ to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”) for outstanding, unpaid attorney’s fees and costs associated with our patent enforcement ~~program (the “Mintz Note”).~~program. The Mintz ~~Note~~note is non-interest bearing, except in the event of a default, and is secured by certain of our U.S. and foreign patents. The ~~Mintz Note~~note, at Mintz’s option, accelerates and becomes immediately due and payable in the case of standard events of default and/or in the event of a sale or other transfer of substantially all of our assets or a transfer of more than 50% of our capital stock in one or a series of transactions or through a merger or other similar transaction. ~~In an event of default, the Mintz Note will accrue interest at a rate of 12% per annum on any outstanding balance until such time that the note is paid in full. As of December 31, 2018, we were~~

We have been in default on the payment terms of the ~~Mintz Note. The payment default was cured in January 2019. On April 1, 2019, June 29,~~note since November 17, 2019, and ~~November 14, 2019,~~accordingly, have accrued interest at the default rate of 12% per annum. Currently, Mintz ~~waived past and future payment defaults under the note through November 16, 2019, provided that no other event of default occurs. Mintz also waived~~has not requested acceleration of unpaid principal and interest on the note, nor have they waived the outstanding default. During the three months ended March 31, 2020, we made payments to Mintz of $1.2 million which we applied to outstanding principal and interest on the Mintz note, leaving an outstanding balance at March 31, 2020 of approximately $0.02 million. Mintz disputes our application of payments against principal and interest on the note rather than against the $2.9 million in billed and unpaid fees and expenses payable to Mintz included in accounts payable at March 31, 2020. The unpaid fees and expenses payable to Mintz at March 31, 2020 exclude approximately $3.6 million in fees billed by Mintz that are in excess of agreed-upon fee caps. We consider the excess fees to be a loss contingency that is not probable as ~~well as an increase~~of issuance date of these condensed consolidated financial statements and, accordingly, we have not recognized these excess fees in expense for the ~~interest rate~~three-month period ended March 31, 2020. We are in active discussions with Mintz to ~~the default rate of 12%.~~resolve our outstanding fee dispute.

Convertible Notes

Our convertible notes represent five-year promissory notes that are convertible, at the holders’ option, into shares of our common stock at fixed conversion prices. The notes bear interest at a stated rate of 8% per annum, except for the July 18, 2019 notes which bear interest at a stated rate of 7.5% per annum. Interest ~~payments are made on a~~is payable quarterly, ~~basis~~ and ~~are payable, at our option and subject~~we may elect to ~~certain equity conditions,~~pay interest in either cash, shares of our common stock, or a combination ~~thereof.~~thereof, subject to certain equity conditions. To date, all interest payments on the convertible notes have been made in shares of our common ~~stock.~~

stock, including payments of $0.07 million during the three months ended March 31, 2020.

We have the option to prepay the majority of the notes any time following the one-year anniversary of the issuance of the notes, subject to a premium on the outstanding principal prepayment amount of 25% prior to the two-year anniversary of the note issuance date, 20% prior to the three-year anniversary of the note issuance date, 15% prior to the four-year anniversary of the note issuance date, or 10% thereafter. The notes provide for events of default that include failure to pay principal or interest when due, breach of any of the representations, warranties, covenants or agreements made by us, events of liquidation or bankruptcy, andNotes with a ~~change in control. In the event of default, the interest rate increases to 12% per annum and the outstanding~~ principal balance of $0.13 million were converted, at the ~~notes plus all accrued interest due may be declared immediately payable by the holders of a majority~~option of the ~~then outstanding principal balance~~holder, into shares of our common stock during the ~~convertible notes.~~

three months ended March 31, 2020.

Convertible notes payable at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 consist of the following (in thousands):



	Fixed	Effective		Principal Outstanding as of
	Conversion	Interest		March 31,		December 31,
Description	Rate	Rate	Maturity Date	2020		2019
Convertible notes dated September 10, 2018	$0.40	23.4%	September 7, 2023	$	600	$	700
Convertible note dated September 19, 2018	$0.57	10.2%	September 19, 2023		425		425
Convertible notes dated February/March 2019	$0.25	8.0%	February 28, 2024 to March 13, 2024		1,300		1,300
Convertible notes dated June/July 2019	$0.10	8.0%	June 7, 2024 to July 15, 2024		365		390
Convertible notes dated July 18, 2019	$0.08	46.1%	July 18, 2024		700		700
Convertible notes dated September 13, 2019	$0.10	25.9%	September 13, 2024		50		50
Convertible notes dated January 8, 2020	$0.13	20.3%	January 8, 2024		450		-
Total principal balance					3,890		3,565
Less Unamortized discount					939		832
				$	2,951	$	2,733

Description

Fixed Conversion Rate

Stated Interest Rate

Effective Interest Rate

Maturity Date

September 30,
2019

December 31, 2018

Convertible notes dated September 10, 2018
$0.40
  8.0%
  23.6%
September 7, 2023
$700
$800
Convertible note dated September 19, 2018
$0.57
  8.0%
  10.2%
September 19, 2023
  425
  425
Convertible notes dated February/March 2019
$0.25
  8.0%
  8.0%
February 28, 2024 to March 13, 2024
  1,300
  -
Convertible notes dated June 2019
$0.10
  8.0%
  8.0%
June 7, 2024 to June 19, 2024
  340
  -
Convertible notes dated July 15, 2019
$0.10
  8.0%
  8.0%
July 15, 2024
  50
  -
Convertible notes dated July 18, 2019
$0.08
  7.5%
  46.1%
July 18, 2024
  700
  -
Convertible notes dated September 13, 2019
$0.10
  8.0%
  25.9%
September 13, 2024
  50
  -
Total principal balance




  3,565
  1,225
Less Unamortized discount




  854
  388





$2,711
$837

Secured Contingent Payment Obligation

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair market value, for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and the year ended December 31, ~~2018~~2019 (in thousands):



	Three Months Ended March 31, 2020		Year Ended December 31, 2019
Secured contingent payment obligation, beginning of period	$	26,651	$	25,557
Change in fair value		814		1,094
Secured contingent payment obligation, end of period	$	27,465	$	26,651

Nine Months Ended
September 30, 2019

Year Ended
December 31, 2018

Secured contingent payment obligation, beginning of period
$25,557
$15,896
Proceeds from contingent payment obligation
  -
  4,000
Change in fair value
  (755)
  5,661
Secured contingent payment obligation, end of period
$24,802
$25,557

Our secured contingent payment obligation represents the estimated fair value of our repayment obligation to Brickell Key Investments, LP ~~("Brickell"~~(“Brickell”) under a February 2016 funding agreement, as amended in May 2016, December 2017, April 2018, September 2018 and December 2018. Under the agreement, as of September 30, 2019, we have received aggregate proceeds of $18.0 million in exchange for Brickell’s right to reimbursement and compensation from gross proceeds resulting from patent enforcement and other patent monetization actions. To date, we have repaid an aggregate of $3.3 million to Brickell from patent enforcement proceeds.

amended. Brickell is entitled to priority payment of 55% to 100% of proceeds received from all patent-related actions until such time that Brickell has been repaid in full. After repayment of the funded amount, which is $14.7 million as of March 31, 2020, Brickell is entitled to a portion of remaining proceeds up to a specified minimum return which is determined as a percentage of the funded amount and varies based on the timing of repayment. In addition, Brickell is entitled to a pro rata portion of proceeds from specified legal actions to the extent aggregate proceeds from those actions exceed the specified minimum return.

Brickell holds a senior security interest in the majority of our assets until such time as the specified minimum return is paid, in which case, the security interest will be released except with respect to the patents and proceeds related to specific legal actions. The security interest is enforceable by Brickell in the event that we are in default under the agreement which would occur if (i) we fail, after notice, to pay proceeds to Brickell, (ii) we become insolvent or insolvency proceedings are commenced (and not subsequently discharged) with respect to us, (iii) our creditors commence actions against us (which are not subsequently discharged) that affect our material assets, (iv) we, without Brickell’s consent, incur indebtedness other than immaterial ordinary course indebtedness, or (v) there is an uncured non-compliance of our obligations or misrepresentations under the agreement. As of ~~September 30, 2019,~~March 31, 2020, we are in compliance with our obligations under this agreement.

We have elected to measure our secured contingent payment obligation at fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the condensed consolidated statements of comprehensive loss until the contingency is ~~resolved. As~~resolved (see Note 9).

Unsecured Contingent Payment Obligation

The following table provides a reconciliation of ~~September 30,~~our unsecured contingent payment obligation, measured at estimated fair market value, for the three months ended March 31, 2020 and the year ended December 31, 2019 (in thousands):


	Three Months Ended March 31, 2020		Year Ended December 31, 2019
Unsecured contingent payment obligation, beginning of period	$	-	$	-
Reclassification of other liabilities		1,003		-
Change in fair value		1,426		-
Unsecured contingent payment obligation, end of period	$	2,429	$	-

Our unsecured contingent payment obligation represents the estimated fair value of a termination fee payable to a third-party funder from future patent-related proceeds as a result of our failure to enter into a funding transaction by March 31, 2020. We received aggregate advances of $1.0 million under a letter agreement with a third-party funder, of which $0.6 million was advanced during the three-month period ended March 31, 2020. Based on the terms of the letter agreement, if a final funding arrangement was not executed by March 31, 2020, we would be obligated to pay, from future patent-related proceeds, an aggregate termination payment equal to five times the upfront payment received, or $5.0 million. We did not reach an agreement as of March 31, 2020, and formally terminated negotiations in April 2020. Accordingly, we will be required to pay the third-party funder a $5.0 million termination payment out of our future patent-related proceeds, if any.

We have elected to measure this unsecured contingent payment obligation at fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The unsecured contingent payment obligation will be remeasured to fair value at each reporting period with changes recorded in the condensed consolidated statements of comprehensive loss until the contingency is ~~estimated to be approximately $24.8 million~~resolved (see Note ~~10)~~9).

~~10.~~

Advances under the letter agreement of $0.4 million as of December 31, 2019, were recorded in other long-term liabilities. At March 31, 2020, the $0.4 million, along with the additional $0.6 million in advances received in January 2020, were reclassified from other long-term liabilities to a long-term unsecured contingent payment obligation.

9. Fair Value Measurements

The following tables summarize the fair value of our assets and liabilities measured at fair value on a recurring basis as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 (in thousands):



			Fair Value Measurements
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2020:
Liabilities:
Secured contingent payment obligation	$	27,465	$	-	$	-	$	27,465
Unsecured contingent payment obligation		2,429		-		-		2,429

		Fair Value Measurements
	Total Fair Value	Quoted Prices in Active Markets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
September 30, 2019:
							Fair Value Measurements
					Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2019:
Liabilities:
Secured contingent payment obligation	$24,802	$-		$24,802	$	26,651	$	-	$	-	$	26,651

Fair Value Measurements

Total Fair Value

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

December 31, 2018:

Liabilities:

Secured contingent payment obligation
$25,557
$-
$-
$25,557

The fair ~~value~~values of both our secured and unsecured contingent payment ~~obligation was~~obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of ~~patent-related~~patent-

related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate. We used a risk-adjusted discount rate of ~~15.63%~~14.29% at ~~September 30, 2019,~~March 31, 2020, based on a risk-free rate of ~~1.63% as adjusted by 8% for credit risk and 6% for litigation inherent risk~~. ~~At December 31, 2018, we used a risk-adjusted discount rate of approximately 16.5%, based on a two year risk-free rate of approximately 2.5%~~0.29% as adjusted by 8% for credit risk and 6% for litigation inherent risk. The secured and unsecured contingent payment ~~obligation does~~obligations do not have a fixed duration; however, our cash flow projections assume a remaining duration ranging from approximately one to three years with an average duration of ~~2.5~~2.3 years. The cash outflows could potentially range from $0 to ~~$50.1~~$58.8 million and $0 to $5.0 million through ~~2021~~2023 with a weighted average outflow of approximately ~~$36.2 million.~~$37.0 million and $3.3 million for the secured and unsecured contingent payment obligations, respectively. We evaluate the estimates and assumptions used in determining the fair value of our ~~secured~~ contingent payment ~~obligation~~obligations each reporting period and make any adjustments prospectively based on those evaluations. Changes in any of these Level 3 inputs could result in a higher or lower fair value measurement.

~~11.~~

10. Legal Proceedings

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business. These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us at the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“PTAB”) and in the Federal Patent Court in Germany in an attempt to invalidate certain of our patent claims. We ~~have~~had several patent enforcement actions in Germany, which has a “loser pay” system whereby the non-prevailing party is responsible for statutory attorney fees and costs. To the extent a loss is probable and reasonably estimable as of the balance sheet date, the estimated loss is recorded in the accompanying condensed consolidated statements of comprehensive loss and included in current liabilities under the heading “statutory court costs” in the condensed consolidated balance sheets. As of ~~September 30, 2019~~March 31, 2020, and December 31, ~~2018,~~2019, we have accrued an aggregate of $0.36 million and ~~$0.11~~$0.37 million, respectively, in estimated statutory court ~~fees~~costs for our cases in Germany. The accompanying condensed statements of comprehensive loss for the three and nine months ended September 30, 2019 exclude any charges related to probable losses that arose after the date of these financial statements. There is at least a reasonable possibility of an unfavorable outcome in any one or more of our legal proceedings that could result in expenses in the aggregate that could have a material unfavorable impact on our results of operations as more fully discussed below.

ParkerVision v. Qualcomm and HTC (Middle District of Florida)

We have a patent infringement complaint pending in the Middle District of Florida against Qualcomm and Qualcomm Atheros, Inc. (collectively “Qualcomm”), and HTC (HTC Corporation and HTC America, Inc.) (the “Qualcomm Action”) seeking unspecified damages and injunctive relief for infringement of certain of our patents. ~~Certain of the~~The defendants have filed counterclaims against us for non-infringement and invalidity for all patents in the case. ~~A claim construction hearing~~The case was ~~held~~filed in ~~August 2015 but no ruling on claim construction has been issued by the court. In~~May 2014 and stayed in February 2016 the court granted the parties’ joint motion to stay these proceedings until resolution of proceedings at the International Trade Commission (“ITC”). In May 2017, the stay of these proceedings was continued pending andecisions in other cases, including the appeal of ~~certain~~a PTAB ~~decisions~~proceeding with regard to ~~our~~ U.S. ~~Patent~~patent 6,091,940 (“the ‘940 Patent”). asserted in this case. In September 2018, the Federal Circuit issued its decision ~~in the appeal of~~with regard to the ‘940 ~~Patent. Accordingly,~~Patent and, in January 2019, the court lifted the ~~stay.~~stay in this case. In July 2019, the court issued an order that granted our proposed selection of patent claims from four asserted patents, including the ‘940 Patent, and denied Qualcomm’s request to limit the claims and patents. The court also agreed that we may elect to pursue accused products that were at issue at the time the case was stayed, as well as new products that were released by Qualcomm during the pendency of the stay. In September 2019, Qualcomm filed a motion for partial summary judgement in an attempt to exclude certain patents from the case, including the ‘940 Patent. The court denied this motion in January 2020. A claim construction hearing was held in this case in August 2015, prior to the stay, and a second claim construction hearing was held onin November ~~12,~~ 2019. In ~~addition,~~April 2020, the court ~~has approved a~~issued its claim construction order in which the court adopted our proposed construction for seven of the ten disputed terms and adopted slightly modified versions of our proposed construction for the remaining terms. This case ~~management schedule that includes a jury~~is scheduled for trial beginning December 1, 2020. On March 16, 2020, in response to the impact of COVID-19, the parties filed a motion requesting a stay of all deadlines and discovery responses for a period of four weeks, or until April 14, 2020. On April 14, 2020, the parties filed a status report requesting a continued stay of deadlines in the case through May 29, 2020. The law firm of McKool Smith is representing us in this case on a contingency fee basis.

ParkerVision v. Apple and Qualcomm (Middle District of Florida)

In December 2015, we filed a patent infringement complaint in the Middle District of Florida against Apple, LG, Samsung and Qualcomm alleging infringement of four of our patents. In February 2016, the district court proceedings were stayed pending resolution of ~~the~~a corresponding case filed at the ~~ITC.~~International Trade Commission (“ITC”). In July 2016, we entered into a patent license and settlement agreement with Samsung and, as a result, Samsung was dismissed from the district court action. In March 2017, we filed a motion to terminate the ITC proceedings and a corresponding motion to lift the stay in the district court case. This motion was granted in May 2017. In July 2017, we filed a motion to dismiss LG from the district court case (see ParkerVision v. LG below). Also in July 2017, Qualcomm filed a motion to change venue to the southern district of California, and Apple filed a motion to dismiss for improper venue. In March 2018, the district court ruled against the Qualcomm and Apple motions. The parties also filed a joint motion in March 2018 to eliminate three of the four patents in the case in order to expedite proceedings leaving our U.S. patent 9,118,528 as the only remaining patent in this case. A claim construction hearing was held on August 31, 2018. In July 2019, the court issued its claim construction order in which the court adopted our proposed claim construction for two of the six terms and the “plain and ordinary meaning” on the remaining terms. In addition, the court denied a motion filed by Apple for summary judgment. ~~The court~~Fact discovery has ~~approved a~~closed in this case ~~management schedule that includes~~and a jury trial ~~beginning November 2,~~was scheduled to begin in August 2020. In March 2020, as a result of the impact of COVID-19, the parties filed a motion requesting an extension of certain deadlines in the case. In April 2020, the court stayed this proceeding pending the outcome of

ParkerVision v. Qualcomm and HTC.

ParkerVision v. LG (District of New Jersey)

In July 2017, we filed a patent infringement complaint in the district of New Jersey against LG for the alleged infringement of the same patents previously asserted against LG in the middle district of Florida (see ParkerVision v. Apple and Qualcomm above). We elected to dismiss the case in the middle district of Florida and re-file in New Jersey as a result of a ~~recent~~ Supreme Court ruling regarding proper venue. In March 2018, the court stayed this case pending a final decision in ParkerVision v. Apple and Qualcomm in the Middle District of Florida. As part of this stay, LG has agreed to be bound by the final claim construction decision in that case.

ParkerVision v. LG Electronics (Munich, Germany)

In June 2016, we filed a complaint in Munich District Court against LG Electronics Deutschland GmbH, a German subsidiary of LG Electronics, Inc. (“LGE”) seeking damages and injunctive relief for the alleged infringement of the German part of our European patent 1 206 831 (“the ‘831 Patent”). ~~A hearing in this case was held in~~In November 2016, ~~at which time~~ the court concluded that certain LGE products using Qualcomm RF circuitry infringe our patent. ~~However, the~~The final decision in this case was stayed pending resolution of the corresponding nullity, or validity, action filed by Qualcomm in the German Federal Patent Court in Munich (see Qualcomm v. ParkerVision below). In October 2018, we received an unfavorable decision in the ~~Qualcomm~~ nullity ~~case for which we filed an appeal. In July 2019, we withdrew our appeal.~~case. As a result, our infringement complaint in this case was dismissed, and we are subject to a claim ~~for~~ reimbursement of statutory attorney’s fees and costs in this case which ~~we have~~are accrued in the accompanying condensed consolidated financial statements as of ~~September 30,~~March 31, 2020 and December 31, 2019. We have posted a bond to cover this cost which is included in “Prepaid expenses” in the accompanying condensed consolidated balance sheets.

~~ParkerVision v. Apple (Munich, Germany) - the Apple I case~~

In October 2016, we filed a complaint in Munich District Court against Apple, Inc., Apple Distribution International, and Apple Retail Germany B.V. & Co. KG (collectively “Apple”) seeking damages and injunctive relief for the alleged infringement of the ‘831 Patent (the “Apple I Case”). In February 2017, we amended our complaint adding the infringement of a second German patent and alleging infringement by Apple devices that incorporate an Intel transceiver chip. The Munich Regional Court bifurcated the new claims into a second case (see ~~ParkerVision v. Apple - the Apple II~~ ~~case below). A hearing was held in May 2017 in the Apple I Case. In June 2017,~~April 2020, the court ~~deferred its ruling pending~~fixed the ~~decision from the German Federal Patent Court in the validity action filed by Qualcomm (see~~ ~~Qualcomm v. ParkerVision below). In October 2018, we received an unfavorable decision in the Qualcomm nullity case~~amounts due for which we filed an appeal which we subsequently withdrew. We opted not to post a bond to cover the potential statutory costs in this case. As a result, in March 2019, the district court declared the complaint withdrawn, a decision we opted not to appeal. Accordingly, we are subject to a claim for reimbursement of statutory attorney’s fees and costs, and we have requested a release of the bond funds which ~~is accrued in the accompanying condensed consolidated financial statements as of September 30, 2019.~~will fully cover this cost.

Qualcomm v. ParkerVision -– Federal Patent Court in Germany (as appealed to the German Supreme Court)

In August 2016, Qualcomm filed a validity action in Federal Patent Court in Germany against the ’831 Patent. The outcome of this validity action impacts our German patent infringement cases against LGE and Apple as discussed above. On October 17, 2018, following an oral hearing, the court ruled that the ‘831 Patent was invalid. ~~Based on the October 2018 decision from the federal court, we recorded a contingent loss for the estimated statutory fees and costs in this case as of December 31, 2018.~~ In January 2019, we appealed this decision to the German Supreme Court, but withdrew our appeal in July 2019. ~~As a result, we~~We are subject to statutory fees and costs in this case, which are accrued in the accompanying condensed consolidated financial ~~statements.~~

statements as of March 31, 2020 and December 31, 2019.

ParkerVision v. Apple (Munich, Germany) -– the Apple II case

The Apple II case ~~seeks~~sought damages and injunctive relief for the alleged infringement of the German part of our European patent 1 135 853 (“the ‘853 Patent”). A preliminary hearing was held in November 2017. Subsequent to the hearing, the court requested that we supplement certain elements of the infringement claims against Apple devices. In May 2018, we filed our supplemental briefs as requested by the court. In October 2018, we also filed a supplemental expert report. The court appointed an expert in this case and a hearing was held in March 2019 for purposes of providing expert testimony. The court ruled in April 2019 that Apple does not infringe our ‘853 Patent. We did not appeal this decision. As a result, we are subject to a claim for reimbursement of statutory attorney’s fees and costs in this case which we have accrued in the accompanying condensed consolidated financial statements as of ~~September 30,~~March 31, 2020 and December 31, 2019. We have posted a bond to cover this cost which is included in “Prepaid expenses” in the accompanying condensed consolidated balance sheets.

Intel v. ParkerVision (Federal Patent Court in Germany)

In August 2017, Intel filed a nullity action in German Federal Patent Court claiming invalidity of the ‘853 Patent that is the subject of the Apple II case. IfIn December 2019, following the ~~‘853~~adverse decision in the Apple II case, we elected not to proceed with a defense in this case. In December 2019, the Federal Patent ~~is declared invalid,~~Court determined that we ~~may be subject to a claim~~will bear the costs for ~~reimbursement of~~ statutory attorney fees and costs in this case ~~which~~as the non-prevailing party. Accordingly, we ~~currently estimate will not exceed $0.1 million. No dates~~ have ~~yet been set~~accrued a contingent loss of statutory fees and costs in ~~this nullity action, and~~ the accompanying condensed consolidated financial statements ~~do not include any accrual for~~as of March 31, 2020 and December 31, 2019.

ParkerVision v. Intel (Western District of Texas)

In February 2020, we filed a ~~loss contingency~~patent infringement complaint in the Western District of Texas against Intel alleging infringement of eight of our patents. The complaint was amended in May 2020 to add two additional patents. The law firm of Goldberg Segalla is representing us in this case on a contingency fee basis.

11. Stock Issuance

Stock and Warrant Issuances – Equity Based Financings

Private Placements with Accredited Investors

In January 2020, we entered into securities purchase agreements with accredited investors for an aggregate of 1,169,232 shares of our common stock at a price of $0.13 per share and 166,667 shares of our common stock at $0.15 per share for aggregate proceeds of approximately $0.2 million. In March 2020, we entered into securities purchase agreements with accredited investors for an aggregate of 2,571,432 shares of our common stock at a price of $0.35 per share for aggregate proceeds of $0.9 million. The shares were registered for resale on a registration statement that was declared effective on April 28, 2020 (File No. 333-237762). The securities purchase agreements for the March 2020 transaction were amended on May 1, 2020 (see Note 13).

Warrant Amendment with Aspire Capital

On February 28, 2020, we entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with Aspire Capital Fund, LLC (“Aspire”), with respect to warrants issued in July and

September 2018 (the “2018 Warrants”) that are exercisable, collectively, into 5,000,000 shares of our common stock. The Warrant Amendment Agreement provided for a reduction in the exercise price for the 2018 Warrants from $0.74 to $0.35 per share and the issuance of a new warrant for the purchase of 5,000,000 shares of our common stock at an exercise price of $0.74 per share (“New Aspire Warrant”). The New Aspire Warrant expires February 28, 2025 and is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets to our stockholders. The New Aspire Warrant contains provisions that prohibit exercise if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holder of the New Aspire Warrant may increase (up to 19.99%) or decrease this percentage by providing at least 61 days’ prior notice to the Company. In the event of certain corporate transactions, the holder of the New Aspire Warrant will be entitled to receive, upon exercise of such New Aspire Warrant, the kind and amount of securities, cash or other property that the holder would have received had they exercised the New Aspire Warrant immediately prior to such transaction. The New Aspire Warrant does not contain voting rights or any of the other rights or privileges as a ~~loss~~holder of our common stock.

The Warrant Amendment Agreement added a call provision to the 2018 Warrants whereby we may, after December 31, 2020, call for cancellation of all or any portion of the 2018 Warrants for which an exercise notice has not yet been received, in exchange for consideration equal to $0.001 per warrant share and subject to certain conditions, including the continued existence of an effective registration statement for the underlying shares of common stock and the availability of sufficient authorized shares to allow for the exercise of the 2018 Warrants. All other terms of the 2018 Warrants remained unchanged, including the original expiration dates of July and September 2023. In connection with the Warrant Amendment Agreement, Aspire exercised 1,430,000 shares of the 2018 Warrants for aggregate proceeds to us of $0.5 million. We recognized $1.78 million of non-cash warrant expense in connection with the Warrant Amendment Agreement based on the difference between the Black-Scholes value of the warrants immediately before and after the amendment. The shares underlying the New Aspire Warrant were registered for resale on a registration statement that was declared effective on April 28, 2020 (File No. 333-237762). The shares underlying the 2018 Warrants are currently registered for resale pursuant to a registration statement on Form S-1 (File No. 333-226738).

Stock and Warrant Issuances – Payment for Services

Chelsea Investor Relations

On February 10, 2020, we entered into a business consulting and retention agreement with Chelsea Investor Relations (“Chelsea”) to provide business advisory services to us. As consideration for services to be provided under the 24-month term of the consulting agreement, we issued 500,000 shares of unregistered common stock in exchange for a nonrefundable retainer for services valued at approximately $0.15 million. The value of the stock issued is ~~not considered probable.~~being recognized as consulting expense over the term of the agreement. The shares were registered for resale on a registration statement that was declared effective on April 28, 2020 (File No. 333-237762).

Tailwinds

On March 16, 2020, we entered into an agreement with Tailwinds Research Group LLC (“Tailwinds”) to provide digital marketing services to us. As consideration for services to be provided under the twelve-month term of the agreement, we issued warrants for the purchase up to 200,000 shares of our common stock with an exercise price of $1.00 per share in exchange for a nonrefundable retainer for services, valued using the Black-Scholes method, at approximately $0.06 million. The value of the warrants is being recognized to expense over the term of the agreement. The Tailwinds warrants are exercisable immediately after issuance, expire March 16, 2023, and are subject to adjustment in the event of certain

stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock. The shares underlying the warrant were registered for resale on a registration statement that was declared effective on April 28, 2020 (File No. 333-237762).

Common Stock Warrants

As of March 31, 2020, we had outstanding warrants for the purchase of up to 15.9 million shares of our common stock. The estimated grant date fair value of these warrants of $2.7 million is included in Additional Paid-in Capital in our condensed consolidated balance sheets. As of March 31, 2020, our outstanding warrants have an average exercise price of $0.43 per share and a weighted average remaining life of approximately 3.4 years.

12. Share-Based Compensation

There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our ~~2018~~2019 Annual Report.

The following table presents share-based compensation expense included in our condensed consolidated statements of comprehensive loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively (in thousands):



	Three Months Ended
	March 31,
	2020		2019
Research and development expenses	$	-	$	5
Selling, general and administrative expenses		461		62
Total share-based compensation expense	$	461	$	67

Three Months Ended

Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

Research and development expenses
$-
$17
$5
$132
Selling, general and administrative expenses
  286
  133
  396
  729
Restructuring expenses
  -
  50
  -
  50
Total share-based compensation expense
$286
$200
$401
$911

As of ~~September 30, 2019,~~March 31, 2020, there was ~~$1.2~~$1.1 million of total unrecognized compensation cost related to all non-vested share-based compensation awards. The cost is expected to be recognized over a weighted-average period of approximately ~~2 years.~~

1 year.

On ~~August 7,~~January 14, 2020, the Board granted nonqualified stock options to purchase 218,000 shares at an exercise price of $0.21 and 171,000 restricted shares awards (“RSAs”) to former directors in settlement of approximately $0.3 million in past Board and committee compensation fees. The options and RSAs vest immediately upon grant and the options expire five years from the grant date.

On February 9, 2020, the Board approved an aggregate of equity awards under the Company’s 2019 ~~our Board of Directors (“Board”) adopted the 2019 Long-Term~~Long Term Incentive Plan (the ~~“Plan”~~“2019 Plan”) to ~~provide for share-based compensation~~executives and other key employees. The awards included 675,000 restricted share units (“RSUs”) and 150,000 nonqualified stock options at an exercise price of $0.33 per share. Fifty percent (50%) of the RSUs vest on May 9, 2020 and the remaining RSUs vest in four equal quarterly installments commencing August 9, 2020. The options vest 50% upon grant with the remainder vesting in four equal quarterly installments commencing May 10, 2020.

In addition, on February 9, 2020, the Board approved equity awards to ~~our employees, officers,~~independent directors under the 2019 Plan for the directors’ continued waiver of all cash fees for board or committee service. The awards included 150,000 RSUs and ~~consultants. Subject~~300,000 nonqualified stock options at an exercise price of $0.33 per share. The non-employee director awards vest 50% upon grant with the remaining portion vesting in four equal quarterly installments commencing May 9, 2020. The Board also awarded an immediately vested option to ~~authorization~~purchase 100,000 shares at an exercise price of $0.33 per share under the Company’s 2011 Long Term Incentive Equity Plan to Robert Sterne in exchange for Mr. Sterne’s waiver of approximately $0.1 million in accrued and unpaid fees for board and committee service from 2016 to 2018. Each of the options awarded expire on February 9, 2027.

13. Subsequent Events

On April 29, 2020, we sold an ~~increase in the number~~aggregate of ~~authorized shares by our shareholders, 12,000,000~~1,428,577 shares of our common stock at a price of $0.35 per share for aggregate proceeds of $0.5 million in a private placement transaction with accredited investors. The purchase agreements also provide the investors with a contingent payment right whereby we will ~~be reserved for issuance under~~pay each investor an allocated portion of our share of proceeds from patent-related actions, after taking into account fees and expenses payable to law firms representing the ~~Plan. On August 7, 2019, our Board also approved the grant of nonqualified stock options for the purchase of~~Company and amounts payable to Brickell, up to an aggregate of ~~10,550,000 shares~~$0.5 million.

We entered into registration rights agreements with the investors pursuant to which we will register the shares. We have committed to file the registration statement by the 60th calendar day following the closing date and to cause the registration statement to become effective by the 150th calendar day following the closing date. The registration rights agreements provide for liquidated damages upon the occurrence of certain events including failure by us to 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 upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%.

In addition, on May 1, 2020, we amended the securities purchase agreements for the March 2020 transaction in order to add a contingent payment right whereby we will pay each investor an allocated portion of our ~~common stock with~~share of proceeds from patent-related actions, after taking into account fees and expenses payable to law firms representing the Company and amounts payable to Brickell, up to an ~~exercise price~~aggregate of ~~$0.17 per share, vesting~~$0.9 million.

In May 2020, we received approximately $0.2 million in ~~8 equal quarterly increments commencing September 1, 2019,~~proceeds from an approved loan under the Paychecks Protection Program. Interest will accrue on outstanding principal balance at a rate of 1%, computed on a simple interest basis. The loan principal and accrued interest will be eligible for forgiveness provided that ~~such options~~(i) we use the loan proceeds exclusively for allowed costs including payroll, employee group health benefits, rent and utilities and (ii) employee and compensation levels are maintained. If the loan is not forgiven, we will ~~not~~ be ~~exercisable unless and until we have sufficient authorized unissued shares or treasury shares available for such exercise. The option grants were made~~required to ~~executive officers, key employees and non-employee directors and have an aggregate grant date fair value~~make monthly repayments of approximately ~~$1.5 million.~~

~~On July 22, 2019,~~$8,000 per month commencing November 1, 2020 and the loan will mature on May 3, 2022, at which time any unpaid principal and accrued interest will be due and payable.

In May 2020, we ~~entered into~~filed a ~~consulting agreement with Park Consultants LLC to act as special advisor to~~patent infringement complaint in U.S. district court in the ~~Chief Executive Officer with regard to our future business strategies. As consideration for services to be provided under the eighteen-month term~~Central District of ~~the consulting agreement, we issued~~California against Technology Group Corp, a ~~warrant to purchase up to 1,800,000 shares~~Chinese company, and its U.S. subsidiary, TTE Technology, Inc. (collectively “TCL”) alleging infringement of nine of our ~~common stock with an exercise price~~patents. TCL products included in the action incorporate modules that contain certain Wi-Fi chips manufactured by Realtek Semiconductor Corporation, a Taiwanese IC provider. The law firm of ~~$0.10 per share~~Goldberg Segalla is representing us in ~~exchange for~~this case on a nonrefundable retainer for services valued at approximately $180,000. The warrant is exercisable immediately after issuance and expires five years following the issuance date. The value of the warrant was determined using the Black-Scholes method. The warrant is being recognized as consulting expense over the term of the consulting agreement.contingency fee basis.

On June 7, 2019, we entered into a consulting agreement with Mark Fisher to act as special advisor to the Chief Executive Officer with regard to our future business strategies. As consideration for services to be provided under the six-month term of the consulting agreement, we issued 625,000 shares of common stock in exchange for a nonrefundable retainer for services over the six-month term of the agreement valued at $60,000. The value of the stock issued is being recognized as consulting expense over the term of the agreement.

~~ITEM~~ITEM 2. Management’s D~~iscussion~~Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

We believe that it is important to communicate our future expectations to our shareholders and to the public. This quarterly report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item. When used in this quarterly report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.” Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our annual report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Annual Report”) and in this Item 2 of Part I of this quarterly report. Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, the timely development and commercial acceptance of new products and technologies, reliance on key suppliers, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future. We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Corporate Website

We announce investor information, including news and commentary about our business, financial performance and related matters, SEC filings, notices of investor events, and our press and earnings releases, in the investor relations section of our website (~~http:~~(http://~~www.parkervision.com/investor-relations~~)ir.parkervision.com). Additionally, if applicable, we webcast our earnings calls and certain events we participate in or host with members of the investment community in the investor relations section of our website. Investors and others can receive notifications of new information posted in the investor relations section in real time by signing up for email alerts and/or RSS feeds. Further corporate governance information, including our governance guidelines, ~~board~~Board committee charters, and code of conduct, is also available in the investor relations section of our website under the heading “Corporate Governance.” The content of our website is not incorporated by reference into this ~~quarterly report~~Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Overview

~~We are in the business of innovating fundamental wireless technologies and products.~~

We have designed and developed proprietary RFradio frequency (“RF”) technologies and integrated circuits for use in wireless communication products. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore the primary focus of our ~~primary~~ business plan ~~includes~~is the enforcement of our intellectual property rights through patent infringement litigation and licensing efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset providers and their chip suppliers for the infringement of a number of our RF patents. We have made significant investments in developing and protecting our technologies, ~~and products,~~ the returns on which are dependent upon the generation of future revenues for realization.

Recent Developments

Impact of COVID-19

Many states, including Florida, have ~~also designed~~been under a stay-at-home order since mid-March 2020 in an effort to contain the spread of COVID-19. While our employees currently have the ability and ~~developed~~are encouraged to work remotely, school closures and other stay-at-home measures have an impact on employee productivity and attendance. In addition, we have experienced delays in certain deadlines in our patent infringement litigation as a ~~consumer distributed WiFi product line that is marketed~~result of court closures, travel bans and stay-at-home measures in Florida as well as other states in which we have ongoing litigation and states in which the defendants to our patent infringement actions have personnel and facilities. In addition, the current economic environment as a result of COVID-19 makes access to debt and equity capital more challenging.

In May 2020, we received approximately $0.2 million in proceeds from an approved loan under the ~~brand name Milo. We restructured our operations during~~Paychecks Protection Program. Interest will accrue on outstanding principal balance at a rate of 1%, computed on a simple interest basis. The loan principal and accrued interest will be eligible for forgiveness provided that (i) we use the ~~third quarter~~loan proceeds exclusively for allowed costs including payroll, employee group health benefits, rent and utilities and (ii) employee and compensation levels are maintained. If the loan is not forgiven, we will be required to make monthly repayments of ~~2018 in order to reduce operating expenses in light of our limited capital resources. Accordingly, we significantly reduced our ongoing investment in~~approximately $8,000 per month commencing November 1, 2020 and the ~~Milo product. In early 2019, we ceased our ongoing research~~loan will mature on May 3, 2022, at which time any unpaid principal and ~~development efforts~~accrued interest will be due and where applicable, repurposed resources to support our patent enforcement and product sales and support efforts. We expect to close the Milo product operations in the fourth quarter of 2019 and further reduce our operating costs.

~~Recent Developments~~

payable.

Legal Proceedings

In April ~~2019,~~2020, the district court in ~~Munich, Germany issued a ruling in~~ ~~ParkerVision v. Apple II~~ ~~that the Apple products do not infringe our ‘853 Patent. We have opted not to appeal this decision. In addition, in July 2019, we withdrew our January 2019 appeal to the German Supreme Court in the~~ ~~Qualcomm v. ParkerVision~~ ~~nullity action which resulted in dismissal of our infringement cases against Apple (ParkerVision v. Apple I) and LG (ParkerVision v. LG Electronics~~). We have accrued an aggregate of approximately $0.36 million for estimated statutory court costs that may be assessed against us in these cases. Approximately 50% of these estimated losses will be covered by bonds that we have posted in these cases. We anticipate the statutory court fees will be payable over the next two quarters.

~~In July 2019, the district court for~~ the Middle District of Florida (Orlando division) issued ~~a ruling denying Qualcomm’s request to limit the claims and patents~~its claim construction order in ~~ParkerVision~~Parkervision v. Qualcomm and HTC~~. The~~ whereby the court ~~also agreed that we may elect to pursue accused products that were at issue at~~adopted the ~~time the case was stayed, as well as new products that were released by Qualcomm during the pendency~~majority of ~~the stay. A second~~our proposed claim construction ~~hearing~~language for the disputed terms. This court currently has a stay in ~~this case was held November 12, 2019~~place for all scheduled discovery and ~~the jury trial~~deadlines in response to COVID-19. The stay is ~~scheduled~~expected to ~~begin on December 1,~~last at least through May 29, 2020.

~~Also in July 2019,~~In addition, the district court in the Middle District of Florida (Jacksonville division) ~~issued its claim construction order in~~ ruled to stay the ParkerVision v. Qualcomm and Apple action, in response to a joint motion filed by us and Apple ~~and Qualcomm. The court’s claim construction order adopted our proposed construction for two~~requesting a stay of this action pending the resolution of the six disputed terms and the “plain and ordinary meaning” on the remaining terms. In addition, the court denied Apple’s motion for summary judgement. A jury trial is scheduled to begin on November 2, 2020.

~~Refer to Note 11~~case in the ~~condensed consolidated financial statements~~Orlando division against Qualcomm and HTC. This case had originally been scheduled for trial commencing in August 2020 but was under an administrative stay due to the impact of COVID-19.

In May 2020, we amended our complaint in ParkerVision v. Intel in Texas to add two patents to the case that was originally filed in February 2020. We also filed an action against Chinese TCL Technology Group Corp and its U.S. subsidiary TTE Technology, Inc. (collectively “TCL”) in U.S. district court in the Central District of California alleging infringement of nine of our patents. TCL products included in the action incorporate modules that contain certain Wi-Fi chips manufactured by Realtek Semiconductor Corporation, a ~~discussion~~Taiwanese IC provider. The law firm of Goldberg Segalla is representing us on a contingency fee basis in both the ~~background~~Intel and TCL cases.

Equity Financing

In April 2020, we received aggregate net proceeds of ~~these~~$0.5 million from the sale of equity securities with contingent payment rights. The contingent payment rights entitle the investors to an allocated portion of our share of proceeds from patent-related actions, after taking into account fees and ~~other pending patent litigation.~~

~~Debt Financings~~

~~During the nine months ended September 30, 2019, we sold~~expenses payable to law firms representing us and amounts payable to Brickell, up to an aggregate of $2.4 million in convertible promissory notes to accredited investors. The notes are convertible, at the option of the holder, into shares of our common stock at fixed conversion prices ranging from $0.08 to $0.25 per share and bear interest at rates of 7.5% to 8.0% per annum. We may elect to pay interest in cash or shares, subject to certain equity conditions.

~~In addition, in~~$0.5 million. Additionally, on May ~~and June 2019,~~1, 2020, we entered into ~~short-term promissory notes with accredited investors for aggregate proceeds of approximately $0.23 million. The notes accrued interest at~~an amendment to certain March 2020 securities purchase agreements to add a ~~rate of 18% per annum~~contingent payment right for the ~~first 90 days and 20% thereafter. The notes, as modified, mature in December 2019 or upon our receipt~~investors, up to an aggregate of ~~additional litigation financing, if earlier.~~$0.9 million.

~~Refer to Note 9 to the condensed consolidated financial statements for a complete discussion of the terms of these financings.~~

~~Consulting Agreements~~

In June 2019, we entered into a consulting agreement with Mark Fisher to act as special advisor to our chief executive officer with regard to our future business strategies. As consideration for services provided under the six-month term of the agreement, we issued 625,000 shares of common stock, valued at approximately $0.06 million, as a nonrefundable retainer. In July 2019, we engaged an additional consultant, Park Consultants LLC ("Park"), to act in an advisory capacity over an 18-month term. As consideration for services, we granted Park a warrant for the purchase of 1.8 million shares of our common stock at an exercise price of $0.10 per share, valued at approximately $0.2 million, as a nonrefundable retainer. The warrant is immediately exercisable and expires in July 2024.

~~Share-based Compensation~~

In August 2019, our board of directors ("Board") adopted the 2019 Long-term Incentive Plan (the "2019 Plan") to enable us to offer equity-based compensation to our employees, officers, directors and consultants who have been, are, or will be important to our success. Subject to authorization of sufficient shares for issuance by our stockholders, 12 million shares will be reserved for issuance under the 2019 Plan. In addition, the Board authorized the grant of two-year nonqualified stock options, with an exercise price of $0.17 per share, vesting in 8 equal quarterly installments commencing September 1, 2019, provided that such options shall not be exercisable unless or until we have sufficient authorized unissued shares or treasury shares available for such exercise. Each of our three non-employee directors were granted an option to purchase 800,000 shares, Jeffrey Parker, our chief executive officer, was granted an option to purchase 6,000,000 shares, Cynthia Poehlman, our chief financial officer, was granted an option to purchase 1,000,000 shares, Gregory Rawlins, our chief technical officer, was granted an option to purchase 750,000 shares and one additional key employee was granted an option to purchase 400,000 shares. The aggregate grant-date fair value of the awards, totaling approximately $1.5 million, will be recognized as share-based compensation expense over the two-year life of the awards.

Liquidity and Capital Resources

We have incurred significant losses from operations and negative operating cash flows in every year since inception, largely as a result of our significant investments in developing and protecting our intellectual property, and have utilized the proceeds from ~~debt~~the sales of our equity securities and ~~equity financings~~contingent funding arrangements with third-parties to fund our operations, including the cost of litigation.

We used cash for operations of approximately ~~$3.3~~$1.3 million and ~~$9.1~~$1.7 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. At ~~September 30, 2019,~~March 31, 2020, we had cash and cash equivalents of $0.2 million, a working capital deficit of approximately ~~$4.7~~$5.4 million, and ~~we had~~ an accumulated deficit of approximately ~~$398.1~~$409.7 million. These circumstances raise substantial doubt about our ability to continue to operate as a going concern within one year following the issue date of our condensed consolidated financial statements. ~~The $5.8 million decrease in cash used for operations year over year is primarily the result of the restructuring of our operations in the third quarter of 2018 and ongoing cost reduction measures.~~

For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we received aggregate net proceeds ~~of approximately $2.44 million in proceeds~~ from the sale of ~~convertible promissory notes~~debt and $0.23 million for the issuance of short-term notes. Of these proceeds, $0.15 million was used for retention payments to legal counsel engaged to assist in a wide range of activities that include our past, current and potential future litigation actions. The remaining proceeds were used to fund our operations.

~~At September 30, 2019, we had cash and cash equivalents~~equity securities of approximately ~~$0.1~~$1.5 million, proceeds from the exercise of outstanding warrants of approximately $0.5 million and advances from a potential litigation funding party of approximately $0.6 million. ~~Our Milo product line has~~In addition, we repaid approximately $0.7 million in short-term debt and other accrued expenses through the use of shares of our common stock. Despite these funding efforts, our resources are not ~~generated expected revenues~~sufficient to ~~date,~~meet our short-term liquidity needs and we ~~expect~~will be required to discontinue sales of the Milo product in the fourth quarter of 2019. The amount and timing of proceeds from our patent enforcement actions, if any, is difficult to predict. Although we have made significant reductions in our operating costs, we will needseek additional ~~working capital to fund our operations and meet our debt repayment obligations.~~

In October 2019, we engaged an additional law firm to support ongoing litigation as well as explore additional patent enforcement actions. This firm will support the litigation on a full contingent basis, including advancement of out-of-pocket costs incurred by us to support litigation efforts. capital.

In addition, we are exploring additional financing opportunities for both our short and long-term capital needs. These financing opportunities may include debt, convertible debt, common or preferred equity offerings, ~~additional litigation financing,~~ or a combination thereof. There can be no assurance that we will be able to consummate a financing transaction or that the terms of such financing will be on terms and conditions that are acceptable.

Our ability to meet our short-term liquidity needs, including our debt repayment obligations, is dependent upon ~~one or more of~~ (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations to Brickell, legal counsel, and ~~legal counsel; and/or~~other investors; and (ii) our ability to raise additional capital from the sale of equity securities or other financing arrangements.

Patent enforcement litigation is costly and time-consuming and the outcome is difficult to predict. We expect to continue to invest in the support of our patent enforcement and licensing programs. We expect that revenue generated from patent enforcement actions and/or technology licenses ~~through~~in 2020, if any, after deduction of payment obligations to Brickell, ~~and~~ legal counsel, and other investors, may not be sufficient to cover our operating expenses. In the event we do not generate revenues, or other patent-related proceeds, sufficient to cover our operational costs and contingent repayment obligation, we will be required to raise additional working capital through the sale of equity securities or other financing arrangements.

The long-term continuation of our business plan is dependent upon the generation of sufficient revenues from our ~~ability to secure sufficient financing to support our business, and our ability to generate revenues~~technologies and/or ~~patent-related proceeds sufficient~~products to offset expenses and ~~meet our~~ contingent payment ~~obligation and other long-term~~obligations. In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private debt ~~repayment obligations.~~or equity financing or contingent fee arrangements and/or reduce operating costs. Failure to generate sufficient revenues, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs ~~could~~will have a material adverse effect on our ability to meet our ~~short and~~ long-term liquidity needs and achieve our intended long-term business objectives.

Results of Operations for Each of the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~

Revenue and Gross Margin

We reported no licensing revenue for the ~~three and nine-month~~three-month periods ended ~~September 30, 2019~~March 31, 2020 or ~~2018.~~2019. Although we do anticipate licensing revenue and/or settlement gains to result from our licensing and patent enforcement actions, the amount and timing is highly unpredictable and there can be no assurance that we will achieve our anticipated results.

Due to our ceasing the sales of Milo products in the fourth quarter of 2019, we reported no product revenue for the three-month period ended March 31, 2020. We reported ~~product revenue of~~ approximately ~~$0.04 million and $.01~~$0.01 million for the three-month ~~periods~~period ended ~~September 30,~~March 31, 2019, ~~and 2018, respectively, and $0.07 million and $0.13 million for the nine-month periods ended September 30, 2019 and 2018, respectively. Our product revenue is~~ from sales of our Milo-branded WiFi products. The increase in product revenue for the three-month period ended September 30, 2019 is the result of increased advertising spend. On a year over year basis, our product revenue has declined due to overall reductions in sales and marketing for these products following our 2018 restructuring.

The gross margins for the Milo product sales, before inventory impairment charges, were 0% and 8%, respectively, for the three months ended September 30, 2019 and 2018 and 0% and 25%, respectively, for the nine months ended September 30, 2019 and 2018. The decrease in product margins, before inventory impairment charges, is the result of reduced selling prices. We incurred inventory impairment charges of approximately $1.0 million for the three and nine-month periods ended September 30, 2018 in order to reduce our inventories to their estimated net realizable value. Our revenues from Milo products to date have fallen short of our projections, and we have limited resources to deploy toward increasing consumer awareness of our products. As a result, management expects to close the Milo product operations in the fourth quarter of 2019.

Research and Development Expenses

Research and development expenses consist primarily of engineering and related management and support personnel costs; fees for outside engineering design services which we use from time to time to supplement our internal resources; depreciation expense related to our assets used in product development; prototype production and materials costs; software licensing and support costs, which represent the annual licensing and support maintenance for engineering design and other software tools; and rent and other overhead costs. Personnel costs include share-based compensation amounts which have been determined based on the grant date fair value of equity-based awards to our employees and then recorded to expense over the vesting period of the award.

Subsequent to March 31, 2019, we halted substantially all research and development efforts and, where applicable, repurposed prior engineering resources to support our patent enforcement programs or our Milo sales and support.

Research and development expenses for the three-month period ended March 31, 2019 consist primarily of engineering and related management and support personnel costs; software licensing and support costs, which represent the annual licensing and support maintenance for engineering design and other software tools; and an allocated portion of rent and other overhead costs for our facilities. Personnel costs include share-based compensation which represents the grant date fair value of equity-based awards to our employees which is attributed to expense over the service period of the award.

Our research and development expenses decreased by approximately ~~$0.7~~$0.3 million, or 100.0%, during the three months ended ~~September 30, 2019~~March 31, 2020 when compared to the same three-month period in ~~2018.~~2019. The decrease is primarily the result of a ~~$0.3~~$0.1 million reduction in personnel ~~costs and a $0.1 million decrease in outside consulting fees.~~costs. Additionally, research and development expenses decreased by approximately $0.2 million due to personnel and related costs being repurposed for selling, general and administrative purposes, including litigation support and Milo sales and support.

Our research and development expenses decreased approximately $2.2 million, or 87.0%, during the nine months ended September 30, 2019 when compared to the same period in 2018. This decrease is primarily the result of a $1.2 million reduction in personnel costs, including a $0.1 million decrease in share-based compensation expense, a $0.3 million decrease in consulting fees, and a $0.1 million decrease in engineering software tools and support. Additionally, research and development expenses decreased approximately $0.4 million due to personnel and related costs being repurposed for selling, general and administrative purposes including litigation support and Milo sales and support.

The reductions in personnel costs for the three and nine month periods is a result of the closure of our Lake Mary design facility in the third quarter of 2018 along with reductions in engineering executive and key employee compensation during that same period. The reduction in consulting fees for the three and nine month periods and reduction in software tools and support for the nine month period is the result of cost reduction efforts pertaining to our Milo product operations and integrated circuit development following our 2018 restructuring.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses consist primarily of litigation fees and expenses, executive, ~~director,~~board, sales and marketing, ~~internal litigation support,~~ and finance and administrative personnel costs, including share-based compensation, and costs incurred for advertising, insurance, outside accounting and legal professional fees, shareholder relations and ~~legal~~noncash expenses including amortization and ~~professional services, including litigation expenses.~~

compensation expense in connection with equity offerings.

Our selling, general and administrative expenses ~~decreased~~increased by approximately ~~$0.6~~$3.3 million, or ~~22.7%~~155%, during the three months ended ~~September 30, 2019~~March 31, 2020 when compared to the same period in ~~2018.~~2019. This is primarily the result of a ~~$0.2~~$1.6 million ~~decrease~~increase in ~~Milo product advertising costs, a $0.1 million decrease in noncash amortization expense, and a $0.2 million decrease in outside legal fees, including litigation-related~~litigation fees and ~~expenses.~~

~~Our selling, general and administrative~~ expenses, ~~decreased by approximately $2.4 million, or 29.1%, during~~ the nine months ended September 30, 2019 when compared to the same period in 2018. This is primarily due to a $1.2 million decrease in personnel and related expense, including a decrease in share-based compensationrecognition of warrant expense of approximately $0.3 million, a decrease in Milo product advertising costs of approximately $0.6 million, a decrease in marketing and other consulting fees of approximately $0.5 million, a decrease in noncash amortization expense of approximately $0.3 million, and a decrease in board compensation of approximately $0.2 million. These decreases are somewhat offset by a loss on disposal of certain patents of approximately $0.2$1.8 million, and an increase in ~~legal fees, including litigation-related~~share-based compensation of $0.3 million, somewhat offset by a decrease in Board compensation of $0.3 million.

Litigation-related fees and expenses ~~of approximately $0.5 million.~~

~~The decreases in product advertising for both~~were $2.7 million during the three ~~and nine month periods~~months ended ~~September 30, 2019 and the decrease in marketing and consulting fees for the nine month period are a result of our cost reduction measures that commenced in the third quarter of 2018.~~

The decrease in board compensation for the nine month period ended September 30, 2019 is a result of our board restructuring in the third quarter of 2018 and the waiver of any cash fees for board or committee service by our nonemployee directors.

The decrease in personnel costs for the nine-month period ended September 30, 2019 is primarily the result of the reduction in personnel and executive compensation as part of our 2018 restructuring, somewhat offset by the repurposing of engineering personnel for litigation support commencing in the second quarter of 2019. Share-based compensation expense decreased for nine month periodMarch 31, 2020, compared with $1.1 million during ~~2019 when compared to the same period in 2018 as a result of fewer grants and lower stock prices for new awards when compared to prior year awards.~~

~~The decrease in noncash amortization expense for~~ the three ~~and nine month periods~~months ended ~~September 30, 2019 is the result of the expiration and/or abandonment of a number of our patents~~March 31, 2019. The increase in litigation related fees and ~~patent applications since the third quarter of 2018.~~

~~The decrease in legal~~ expenses for the three months ended ~~September 30, 2019~~March 31, 2020 is primarily the result of ~~reduced fees related to German cases as final decisions have been made, as well as an overall decrease in~~increased activity during the ~~use~~first quarter of ~~outside firms for corporate legal matters. The increase in legal fees and expenses~~2020 for the ~~nine months ended September 30, 2019 is primarily the result~~Middle District of Florida (Jacksonville division) case in ParkerVision v. Apple and Qualcomm for depositions and expert reports. Litigation-related fees and expenses incurred induring the first quarter of 2019 primarily related to ~~support~~ our ~~German~~ litigation ~~including accruals for statutory court costs as a result of unfavorable court decisions~~ in Germany ~~as well as increased legal fees related to the patent enforcement cases~~which concluded in ~~Florida following the lifting of the stays in those cases in July~~ 2019.

~~Restructuring Charges~~

We incurred ~~approximately $0.6 million in restructuring charges~~a noncash charge to warrant expense during the three months ended ~~September 30, 2018 as~~March 31, 2020 in connection with a ~~result~~warrant amendment agreement with Aspire Capital whereby we repriced 5,000,000 existing warrants from $0.74 to $0.35 and issued 5,000,000 replacement warrants at $0.74. The expense represents the increase in the estimated fair value, using the Black-Scholes method, of ~~one-time termination benefits~~the Aspire warrants immediately before and ~~costs related~~after the amendment.

The increase in share-based compensation is due to ~~closure of our Lake Mary engineering design facility~~executive and Board equity awards in August ~~2018~~2019 and ~~cutbacks~~January and February 2020. This increase is offset by a decrease in ~~our Milo product operations. These cost reduction measures have resulted~~Board compensation expense due to the settlement of previously accrued Board fees in ~~significant cost savings in 2019 as discussed above.~~

exchange for equity-based awards during the first quarter of 2020.

Change in Fair Value of Contingent Payment ~~Obligation~~

Obligations

We have elected to measure our secured and unsecured contingent payment ~~obligation~~obligations at fair value which is based on significant unobservable inputs. We estimated the fair value of our secured contingent payment ~~obligation~~obligations using an income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate. Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value.

For the three months ended ~~September 30, 2019,~~March 31, 2020, we recorded an increase in the fair value of our secured contingent payment obligation of approximately ~~$0.07~~$0.8 million, ~~and~~compared to a decrease of ~~$0.76~~approximately $0.5 million for ~~the nine months ended September 30, 2019, compared to increases~~same period in ~~fair value of approximately $0.03 million and $1.01 million for the same periods in 2018. The~~2019. Generally, changes in fair value are a result of changes in estimated amounts and timing of projected future cash flows due to increases in funded amounts, passage of time, and changes in the probabilities based on the status of the funded actions.

The change in fair value of our secured contingent payment obligation during the three months ended March 31, 2020 is primarily due to a sharp decrease in the risk free interest rate used to discount projected future cash outflows.

For the three months ended March 31, 2020, we also recorded a $1.4 million increase in the fair value of an unsecured contingent payment obligation. This contingent payment obligation is the result of a failed financing arrangement whereby we received $1.0 million in advance payments against a contingent funding arrangement. Upon the failure to consummate that funding agreement by March 31, 2020, we are obligated to repay up to $5.0 million as a termination fee, from future patent-related proceeds. As this repayment obligation is dependent upon our receipt of future proceeds, we elected to account for this obligation at its estimated fair value. The increase in fair value of $1.4 million reflects the initial fair value measure of this liability based on projected future cash flows and probabilities based on the status of our patent infringement actions.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

As of ~~September 30, 2019,~~March 31, 2020 we had outstanding warrants to purchase approximately ~~12.2~~15.9 million shares of our common stock. The estimated grant date fair value of these warrants of approximately ~~$1.3~~$2.7 million is included in shareholders’ deficit in our condensed consolidated balance sheets. The outstanding warrants have a weighted average exercise price of ~~$0.44~~$0.43 per share and a weighted average remaining life of approximately ~~4.1~~3.4 years.

~~Contractual Obligations~~

Changes to our contractual obligations from those included in our 2018 Annual Report are discussed in Note 9 to our unaudited condensed consolidated financial statements included in this quarterly report, which discussion is incorporated herein by reference.

Critical Accounting Policies

~~Changes to our critical~~

There have been no changes in accounting policies from those stated in our ~~2018~~2019 Annual ~~Report are discussed in the section entitled “Adoption~~Report. We do not expect any newly effective accounting standards to have a material impact on our financial position, results of ~~New Accounting Standards” in Note 4 to our unaudited condensed consolidated financial statements included in this quarterly report, which discussion is incorporated herein by reference.~~operations or cash flows when they become effective.

~~ITEM~~ITEM 3. ~~Quan~~t~~itative~~Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

~~ITEM~~

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of ~~September 30, 2019,~~March 31, 2020, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of ~~September 30, 2019.~~

March 31, 2020.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~PART~~PART II - ~~OTH~~EROTHER INFORMATION

ITEM 1. Legal Proceedings.

Reference is made to the section entitled “Legal Proceedings” in Note 1110 to our unaudited condensed consolidated financial statements included in this quarterly report for a discussion of current legal proceedings, which discussion is incorporated herein by reference.

ITEM 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report. In addition to the information in this quarterly report, the risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.

~~ITEM~~

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~On June 7, 2019,~~

In March 2020, we ~~entered into~~sold an aggregate of 857,146 shares of our common stock at a ~~consulting agreement~~purchase price of $0.35 per share in a private placement transaction with ~~Mark Fisher to act as a special advisor to our chief executive officer with regard to future business strategies. As consideration~~accredited investors for ~~services to be provided~~aggregate proceeds of approximately $300,000. The shares sold were exempt from registration under ~~the six-month term~~Section 4(a)(2) of the ~~consulting agreement, we issued~~ ~~625,000 shares of common stock in exchange~~Securities Act and were registered for ~~a nonrefundable retainer valued at $60,000. The shares were registered~~resale on a Form S-1 registration statement that was declared effective on ~~August~~April 28, ~~2019~~2020 (File No. ~~333-233390)~~333-237762).

On July 15, 2019, we entered into a purchase agreement with an accredited investor which provided for the sale of convertible notes with an aggregate face value of $0.05 million. The outstanding principal and interest accrued on the notes are convertible at any time and from time to time by the holders into

We issued 500,000 shares of our common stock in February 2020 as payment of a retainer valued at approximately $150,000 for services provided under a ~~fixed conversion price of $0.10 per share. Any unconverted, outstanding principal amount is payable in cash on the five-year anniversary~~24-month consulting agreement with Chelsea Investor Relations (“Chelsea”). The shares issued were exempt from registration under Section 4(a)(2) of the ~~issuance date of the notes. The shares underlying the convertible notes~~Securities Act and were registered for resale on a Form S-1 registration statement that was declared effective on ~~August~~April 28, ~~2019~~2020 (File No. ~~333-233390)~~333-237762).

On ~~July 18, 2019,~~March 16, 2020, we ~~entered into purchase agreements with accredited investors which provide~~issued Tailwinds Research Group LLC (“Tailwinds”) a warrant for the ~~sale~~purchase of ~~convertible notes with an aggregate face value of $0.7 million. The outstanding principal and interest accrued on the notes are convertible at any time and from time~~up to ~~time by the holders into~~200,000 shares of our common stock at ~~a fixed conversion~~an exercise price of ~~$0.08~~$1.00 per ~~share. Any unconverted, outstanding principal amount is payable~~share in ~~cash on the five-year anniversary of the issuance~~connection with a digital marketing services agreement. The Tailwinds warrant expires three years from date of ~~the notes.~~issuance. The shares underlying the ~~convertible notes~~Tailwinds warrant were registered for resale on a Form S-1 registration statement that was declared effective on ~~August~~April 28, ~~2019~~2020 (File No. ~~333-233390)~~333-237762).

~~On July 22,~~

ITEM 3. Defaults Upon Senior Securities.

We have a note in the principal amount of $0.02 million payable to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”) for outstanding, unpaid attorney’s fees and costs associated with our patent enforcement program. We have been in payment default on the note since November 17, 2019, and accordingly, have accrued interest at the default rate of 12% per annum. Currently, Mintz has not requested acceleration of unpaid principal and interest on the note, nor have they waived the outstanding default. During the three months ended March 31, 2020, we ~~entered into a consulting agreement with Park Consultants LLC~~made payments to ~~act as a special advisor~~Mintz of $1.2 million which we applied to our chief executive officer with regard to future business strategies. As consideration for services to be provided under the eighteen-month term of the consulting agreement, we issued a warrant to purchase up to 1,800,000 shares of our common stock with an exercise price of $0.10 per share in exchange for a nonrefundable retainer for services. The warrants are exercisable immediately after issuance and expire five years following the issuance date. The shares underlying the warrants were registered on a Form S-1 registration statement that was declared effective on August 28, 2019 (File No. 333-233390).

~~On September 13, 2019, we entered into a purchase agreement with an accredited investor which provides for the sale of a convertible note with an aggregate face value of $0.05 million. The~~ outstanding principal and interest ~~accrued~~on the Mintz note, leaving an outstanding balance at March 31, 2020 of approximately $0.02 million. Mintz disputes our application of payments against principal and interest on the note ~~is convertible~~rather than against the $2.9 million in outstanding billed and unpaid fees and expenses payable to Mintz that are included in our accounts payable at ~~any time and from time~~March 31, 2020. We are in active discussions with Mintz to ~~time by the holder into shares of~~resolve our ~~common stock at a fixed conversion price of $0.10 per share. Any unconverted,~~ outstanding ~~principal amount is payable in cash~~fee dispute. Our total arrearage on the ~~five-year anniversary~~secured note as of ~~the issuance date of the notes. We are not obligated to register the shares underlying the note.~~

~~ITEM 3. Defaults Upon Senior Securities.~~

~~None.~~

~~ITEM~~May 15, 2020 is $0.02 million which includes default interest.

ITEM 4. Mine Safety Disclosures.

Not applicable.

~~ITEM~~

ITEM 5. Other Information.

None.

~~None.~~

~~ITEM~~ITEM 6. E~~xhibits.~~Exhibits.


~~3.1~~ Exhibit Number		~~Amended and Restated Articles~~ Description of ~~Incorporation (incorporated by reference from~~ Exhibit ~~3.1 of Current Report on Form 8-K filed March 29, 2016)~~
31.1
~~3.2~~		~~Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 18, 2016)~~

~~3.3~~		~~Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed July 11, 2017)~~

~~3.4~~		~~Amendment to the Amended and Restated Articles of Incorporation dated June 12, 2018, effective June 25, 2018 (incorporated by reference from Exhibit 3.5 of Form S-1 filed August 9, 2018)~~

~~3.5~~		Amendment to the Amended and Restated Articles of Incorporation dated October 30, 2018, effective October 30, 2018 (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed October 30, 2018)

~~3.6~~		Certificate of Designations of the Preferences, Limitations, and Relative Rights of Series E Preferred Stock, dated November 21, 2005 (incorporated by reference from Exhibit 4.02 of Form 8-K filed November 21, 2005)

~~3.7~~		~~Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 14, 2007)~~

~~10.1~~		~~Warrant agreement dated July 22, 2019 (incorporated by reference from exhibit 4.1 of Current Report on Form 8-K filed July 23, 2019)~~

~~10.2~~		Form of Securities Purchase Agreement between Registrant and Holders of Convertible Notes dated July 18, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 23, 2019)

~~10.3~~		~~Form of Convertible Promissory Note dated July 18, 2019 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed July 23, 2019)~~

~~10.4~~		~~Form of Registration Rights Agreement between Registrant and Holders of Convertible Notes (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed July 23, 2019)~~

~~10.5~~		~~List of Holders of Convertible Notes dated July 18, 2019 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed July 23, 2019)~~

~~10.6~~		~~Consulting Agreement dated July 22, 2019 (incorporated by reference from Exhibit 10.5 of Current Report on Form 8-K filed July 23, 2019)~~

~~10.7~~		~~2019 Long-term Incentive Plan dated August 9, 2019 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed August 9, 2019)~~

~~31.1~~		Section 302 Certification of Jeffrey L. Parker, CEOCEO

31.2		Section 302 Certification of Cynthia L. Poehlman, CFOCFO

32.1		Section 906 CertificationCertification

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase*

101.DEF		XBRL Taxonomy Extension Definition Linkbase*

101.LAB		XBRL Taxonomy Extension Label Linkbase*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase*

*Filed herewith

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Ex~~change~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ParkerVision, Inc.
	Registrant



~~November 14, 2019~~ May 15, 2020	By:	/s/Jeffrey L. Parker
		Jeffrey L. Parker
		Chairman and Chief Executive Officer
		(Principal Executive Officer)


~~November 14, 2019~~ May 15, 2020	By:	/s/Cynthia L. Poehlman
		Cynthia L. Poehlman
		Chief Financial Officer
		(Principal Financial Officer and Principal
		Accounting Officer)

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Florida~~			~~59-2971472~~
Florida			59-2971472
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No)


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	PRKR	OTCQB
Common Stock Rights		OTCQB


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	1 2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21 24
Item 4. Controls and Procedures	21 24

PART II - OTHER INFORMATION
Item 1. Legal Proceedings	22 24
Item 1A. Risk Factors	22 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22 24
Item 3. Defaults Upon Senior Securities	22 25
Item 4. Mine Safety Disclosures	22 25
Item 5. Other Information	22 25
Item 6. Exhibits	23 26

SIGNATURES	25 27

☒
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	September 30,	December 31,
	2019	2018
CURRENT ASSETS:
Cash and cash equivalents	$130	$1,527
Accounts receivable, net	-	2
Finished goods inventories, net	21	98
Prepaid expenses	726	538
Other current assets	1	55
Held for sale assets	50	65
Total current assets	928	2,285

Property and equipment, net	84	129
Operating lease right-of-use assets	311	-
Intangible assets, net	3,174	3,902
Other assets, net	16	15
Total assets	$4,513	$6,331

CURRENT LIABILITIES:
Accounts payable	$1,834	$655
Accrued expenses:
Salaries and wages	104	122
Professional fees	571	379
Statutory court costs	363	114
Other accrued expenses	551	563
Related party note payable, current portion	139	37
Unsecured notes payable	225	-
Secured notes payable	1,600	2,400
Operating lease liabilities, current portion	262	86
Total current liabilities	5,649	4,356

LONG-TERM LIABILITIES:
Secured contingent payment obligation	24,802	25,557
Convertible notes, net	2,711	837
Related party note payable, net of current portion	732	799
Operating lease liabilities, net of current portion	339	91
Other long term liabilities	-	1
Total long-term liabilities	28,584	27,285
Total liabilities	34,233	31,641

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, $.01 par value, 75,000 shares authorized, 33,509 and 28,677 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	335	287
Warrants outstanding	1,330	1,810
Additional paid-in capital	366,720	364,885
Accumulated deficit	(398,105)	(392,292)
Total shareholders' deficit	(29,720)	(25,310)
Total liabilities and shareholders' deficit	$4,513	$6,331

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Product revenue	$35	$13	$70	$128
Cost of sales	(35)	(12)	(70)	(96)
Inventory impairment charge	-	(975)	-	(1,017)
Gross margin	-	(974)	-	(985)

Research and development expenses	-	685	334	2,560
Selling, general and administrative expenses	1,950	2,522	5,957	8,401
Restructuring charges	-	607	-	607
Total operating expenses	1,950	3,814	6,291	11,568

Interest and other income	3	-	3	2
Interest expense	(104)	(24)	(242)	(58)
Change in fair value of secured contingent payment obligation	(68)	(26)	755	(1,013)
Total interest and other	(169)	(50)	516	(1,069)

Net loss	(2,119)	(4,838)	(5,775)	(13,622)

Other comprehensive loss, net of tax	-	-	-	-

Comprehensive loss	$(2,119)	$(4,838)	$(5,775)	$(13,622)

Basic and diluted net loss per common share	$(0.07)	$(0.19)	$(0.19)	$(0.59)

Weighted average common shares outstanding	32,012	25,997	30,706	23,282

	Operating Leases	Finance Leases
2019 (remaining)	$170	$1
2020	185	-
2021	176	-
2022	166	-
2023	4	-
Thereafter	-	-
Total undiscounted lease payments	$701	$1
Less: imputed interest	100	-
Present value of lease liabilities	$601	$1

Description	Fixed Conversion Rate	Stated Interest Rate	Effective Interest Rate	Maturity Date	September 30, 2019	December 31, 2018
Convertible notes dated September 10, 2018	$0.40	8.0%	23.6%	September 7, 2023	$700	$800
Convertible note dated September 19, 2018	$0.57	8.0%	10.2%	September 19, 2023	425	425
Convertible notes dated February/March 2019	$0.25	8.0%	8.0%	February 28, 2024 to March 13, 2024	1,300	-
Convertible notes dated June 2019	$0.10	8.0%	8.0%	June 7, 2024 to June 19, 2024	340	-
Convertible notes dated July 15, 2019	$0.10	8.0%	8.0%	July 15, 2024	50	-
Convertible notes dated July 18, 2019	$0.08	7.5%	46.1%	July 18, 2024	700	-
Convertible notes dated September 13, 2019	$0.10	8.0%	25.9%	September 13, 2024	50	-
Total principal balance					3,565	1,225
Less Unamortized discount					854	388
					$2,711	$837

	Nine Months Ended September 30, 2019	Year Ended December 31, 2018
Secured contingent payment obligation, beginning of period	$25,557	$15,896
Proceeds from contingent payment obligation	-	4,000
Change in fair value	(755)	5,661
Secured contingent payment obligation, end of period	$24,802	$25,557