Table of Contents

As filed with the Securities and Exchange Commission on August 11, 2022April 20, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PARKERVISION, INC.

(Exact Name of Registrant as Specified in its Charter)

4446-1A Hendricks Avenue, Suite 354,

Jacksonville, Florida 32207

Phone: (904) 732-6100

(Address, including zip code, and telephone number, including area code, of registrant’sregistrant's principal executive offices)

Jeffrey Parker, Chairman of the Board

ParkerVision, Inc.

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

(904) 732-6100

(Name, address and telephone number, including area code, of agent for service)

with a copy to:to:

David Alan Miller, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue - 11th floor

New York, NY 10174-1901

__________

Approximate date of commencement of proposed sale to the public: As soon as possible after the Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continued basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act. ☐

The registrant hereby amends this Registration Statement on Form S-1 on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 11, 2022APRIL 20, 2023

PROSPECTUS

PARKERVISION, INC.

16,638,3539,387,500 Shares of Common Stock

This prospectus relates to the resale by the selling shareholders listed under the heading “Selling Shareholders” of up to 16,638,3539,387,500 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) an aggregate of 2,843,750 shares of Common Stock issued pursuant to securities purchase agreements dated November 30, 2022, December 23, 2022 and January 13, 2023, (ii) an aggregate of 6,343,750 shares of Common Stock issuable upon conversion of, and for the payment of interest from time to time at our option foron, convertible promissory notes dated between May 10, 2022January 11, 2023 and August 3, 2022January 13, 2023 with a fixed conversion price of $0.13$0.16 per share.share (the “Convertible Notes”), and (iii) 200,000 shares of Common Stock issuable upon exercise of options issued as payment for services (“Options”).

We are registering these shares of Common Stock as required by the terms of a registration rights agreement between the selling shareholders and us. The registration of the shares of Common Stock offered by this prospectus does not mean that the selling shareholders will offer or sell any of these shares. The selling shareholders may offer the shares of Common Stock at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” on page 1618 for additional information.

We will not receive proceeds from the sale of the shares of Common Stock by the selling shareholders. To the extent the Options are exercised for cash, we will receive up to an aggregate of $42,620 in gross proceeds.  We expect to use the proceeds received from the exercise of the Options, if any, for general working capital purposes.

The selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act. We will pay the expenses of registering these shares of Common Stock, but all selling and other expenses incurred by the selling shareholders will be paid by the selling shareholders.

Our Common Stock is quoted on the OTCQB Venture Capital Market under the ticker symbol “PRKR.”

You should read this prospectus and any prospectus supplement carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 56 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions,assumptions, and all other statements that are not statements of historical fact. Words such as “may,” “will,” should,” “estimates,” “plans,” “expects,” “believes,” “intends” and similar expressions may identify forward-looking statements, but the absence of such words does not mean that a statement is not forward-looking. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include those discussed in “Our Company,” “Risk Factors,” and elsewhere in this prospectus and any prospectus supplements. You are cautioned not to place undue reliance on any forward-looking statements. We are under no duty to update or revise any of the forward-looking statements or risk factors to conform them to actual results or to changes in our expectations.

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PROSPECTUS SUMMARY

This summary highlights certain selected information about us, this offering and the securities offered hereby. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our Common Stock. For a more complete understanding of our Company and this offering, we encourage you to read the entire prospectus, including the information presented under the section entitled “Risk Factors”“Risk Factors” and the financial data and related notes. Unless we specify otherwise, all references in this prospectus to “ParkerVision,“ParkerVision,” “we,“we,” “our,“our,” “us,“us,” and “our“our company,” refer to ParkerVision, Inc. and its wholly-owned German subsidiary, ParkerVision GmbH.

Our Company

We were incorporated under the laws of the state of Florida on August 22, 1989. We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits (“ICs”) based on those technologies and we license our technologies to others 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 business plan 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 providers of smart televisionstelevision and other WiFi products and, in certain cases, their ICproduct providers, as well as semiconductor suppliers for the infringement of several of our RF patents.  We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.  Our patent-related legal proceedings are more fully described in Note 1213 to our consolidated financial statements for the year ended December 31, 2021 and Note 11 to our condensed consolidated interim financial statements for the six months ended June 30, 2022, included elsewhere in this prospectus.

Our business address is 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207 and our telephone number is (904) 732-6100. We maintain a website at www.parkervision.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

Background of the OfferingOfferings

Sale of Common Stock

On May 10, 2022, June 2, 2022, JuneFrom November 30, 2022 and August 3,to December 23, 2022, we sold an aggregate of $1,667,5002,000,000 shares of our Common Stock at a purchase price of $0.20 per share in private placement transactions with accredited investors for aggregate proceeds of $400,000.  On January 13, 2023, we sold an aggregate of 843,750 shares of our Common Stock at a purchase price of $0.16 per share in private placement transactions with accredited investors, including one of our independent directors, for aggregate proceeds of $135,000. 

We entered into registration rights agreements with each of the purchasers of Common Stock. We committed to file and cause a resale registration statement to become effective within a certain amount of time following the issuance of the shares, described more fully in the section titled “The Private Placements.”  The registration rights agreements provide for liquidated damages upon the occurrence of certain events including failure by the Company to file the registration statement or cause it to become effective and remain effective by the respective deadlines. 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%.

Convertible Notes

From January 11, 2023 to January 13, 2023, we sold an aggregate of $700,000 in convertible notes to accredited investors (the “Convertible Notes”“Notes”).  The Convertible Notes mature five years from the date of issuance and are convertible, at the holders’ option, into shares of our Common Stock at a fixed conversion price of $0.13$0.16 per share.  The Convertible Notes bear interest at a rate of 8%9% per annum.  Interest is payable quarterly, and we may elect, subject to certain equity conditions, to pay interest in cash, shares of our Common Stock, or a combination thereof. The Notes have a stated five-year maturity date; however one of the notes, with a principal balance of $500,000 provides for up to ten (10) one-year extensions of the maturity date at the holder’s option.

We entered into registration rights agreements with the purchasers of the Notes, pursuant to which we committed to file and cause a resale registration statement to become effective within a certain amount of time following the issuance of the shares, described more fully in the section titled “The Private Placements”. The registration rights agreements provide for liquidated damages upon the occurrence of certain events including failure by the Company to file the registration statement or cause it to become effective and remain effective by the respective deadlines. 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%.

Payment for Services

On November 22, 2022, we issued an aggregate of 200,000 options for the purchase of shares of our Common Stock at an exercise price of $0.2131 per share (the “Option”) as payment to a third-party for services valued at approximately $33,700. The Option expires on November 22, 2025.

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We will need to raise substantial additional capital in the future to fund our operations. Failure to raise such additional capital may prevent us from implementing our business plan as currently formulated.

Because we have had net losses and, to date, have not generated positive cash flow from operations, we have funded our operating losses primarily from the sale of debt and equity securities, including our secured and unsecured contingent debt obligations. Our current capital resources include cash and cash equivalents of $0.85$0.1 million at June 30, 2022. OurDecember 31, 2022, and $0.8 million in proceeds from debt and equity financings in January 2023.  Our business plan will continue to require expenditures for patent protection and enforcement and general operations.  For the six months ended June 30, 2022 and the yearyears ended December 31, 2022 and 2021, we used $1.6$3.0 million and $7.7 million, respectively in cash for operations which was funded primarily through the sale of convertible debt and equity securities.  Our current capital resources will not be sufficient to meet our working capital needs for the twelve months after the issuance of our consolidated financial statements and we will require additional capital to fund our operations.  Additional capital may be in the form of debt securities, the sale of equity securities, including common or preferred stock, additional litigation funding, or a combination thereof.  Failure to raise additional capital may have a material adverse impact on our ability to achieve our business objectives.

Raising additional capital by issuing debt securities or additional equity securities may result in dilution and/or impose covenants or restrictions that create operational limitations or other obligations.

We will require additional capital to fund our operations and meet our current obligations.obligations due within the twelve months after the issuance date of our consolidated financial statements. Financing, if any, may be in the form of debt or sales of equity securities, including common or preferred stock.  Debt instruments or the sale of preferred stock may result in the imposition of operational limitations and other covenants and payment obligations, any of which may be burdensome to us and may have a material adverse impact on our ability to implement our business plan as currently formulated.  The sale of equity securities, including common or preferred stock, may result in dilution to the current shareholders’stockholders’ ownership and may be limited by the number of shares we have authorized and available for issuance.

We may be obligated to repay outstanding notes at a premium upon the occurrence of an event of default.

We have $4.3$4.5 million in outstanding principal under convertible notes at June 30, 2022 and an additional $0.26 million in outstanding principal resulting from our August 3, 2022 convertible notes.December 31, 2022.  If we fail to comply with the various covenants set forth in each of the notes, including failure to pay principal or interest when due or, under certain notes, consummating a change in control, we could be in default thereunder.  Upon an event of default under each of the notes, the interest rate of the notes will increase to 12% per annum and the outstanding principal balance of the notes plus all accrued unpaid interest may be declared immediately payable by the holders.  We may not have sufficient available funds to repay the notes upon an event of default, and we cannot provide assurances that we will be able to obtain other financing at terms acceptable to us, or at all.

Our ability to utilize our tax benefits could be substantially limited if we fail to generate sufficient income or if we experience an “ownership“ownership change.”

We have cumulative net operating loss carryforwards (“NOLs”NOLs”) totaling approximately $313.2$300.8 million at December 31, 2021,2022, of which $276.6$260.1 million is subject to expiration in varying amounts from 20222023 to 2037.  Our ability to fully recognize the benefits from those NOLs is dependent upon our ability to generate sufficient income prior to their expiration.  In addition, our NOL carryforwards may be limited if we experience an ownership change as defined by Section 382 of the Internal Revenue Code (“Section 382”382”).  In general, an ownership change under Section 382 occurs if one or more 5% shareholders increase their

collective ownership of the aggregate amount of our outstanding shares by more than 50 percentage points over a relevant lookback period.  We have sold a significant number of equity securities over the relevant lookback period which increases the risk of triggering an ownership change under Section 382 from the future sale of additional equity securities.  An ownership change under Section 382 will significantly limit our ability to utilize our tax benefits.

Our litigation funding arrangements may impair our ability to obtain future financing and/or generate sufficient cash flows to support our future operations.

We have funded much of our cost of litigation through contingent financing arrangements with Brickell Key Investments LP (“Brickell”) and others and contingent fee arrangements with legal counsel.  The repayment obligation to Brickell is secured by the majority of our assets until such time that we have repaid a specified minimum return.  Furthermore, our contingent arrangements will result in reductions in the amount of net proceeds retained by us from litigation, licensing, and other patent-related activities.  The contingent fees payable to legal counsel, Brickell and others will consume all of our initial future proceeds up to specified limits and could exceed half of our proceeds thereafter depending on size and timing of proceeds, among other factors.  The long-term continuation of our business plan is dependent upon our ability to secure sufficient financing to support our business, and our ability to generate revenues and/or patent related proceeds sufficient to offset expenses and meet our contingent payment obligations.  Failure to generate revenue or other patent-related proceeds sufficient to repay our contingent obligations may impede our ability to obtain additional financing which will have a material adverse effect on our ability to achieve our long-term business objectives.

Our litigation can be time-consuming, costly and we cannot anticipate the results.

Since 2011, we have spent a significant amount of our financial and management resources to pursue patent infringement litigation against third parties.  We believe this litigation, and other litigation matters that we may in the future determine to pursue, will continue to consume management and financial resources for long periods of time.  There can be no assurance that our current or future litigation matters will ultimately result in a favorable outcome for us or that our financial resources will not be exhausted before achieving a favorable outcome.  In addition, even if we obtain favorable interim rulings or verdicts in particular litigation matters, they may not be predictive of the ultimate resolution of the matter.  Unfavorable outcomes could result in exhaustion of our financial resources and could hinder our ability to pursue licensing and/or product opportunities for our technologies in the future.  Failure to achieve favorable outcomes from one or more of our patent enforcement actions will have a material adverse impact on our financial condition, results of operations, cash flows, and business prospects.

If our patents and intellectual property rights do not provide us with the anticipated market protections, our competitive position, business, and prospects will be impaired.

We rely on our intellectual property rights, including patents and patent applications, to provide competitive advantage and protect us from theft of our intellectual property.  We believe that our patents are for entirely new technologies and that our patents are valid, enforceable, and valuable.  However, third parties have made claims of invalidity with respect to certain of our patents and other similar claims may be brought in the future.  For example, in 2019, the Federal Patent Court in Munich invalidated one of our patents that was the subject of infringement cases against LG and Apple in Germany following a nullity action filed by Qualcomm. In addition, the U.S. Patent Trial and Appeal Board has invalidated certain claims ofissued a number of rulings invalidating challenged claims of certain of our patents that are subject to litigation.as a result of third-party challenges filed by defendants in our patent enforcement actions.  If our patents are shown not to be as broad as currently believed or are otherwise challenged such that some or all of the protection is lost, we will suffer adverse effects from the loss of competitive advantage and our ability to offer unique products and technologies.  As a result, there would be an adverse impact on our financial condition and business

prospects.  Furthermore, defending against challenges to our patents may give rise to material costs for defense and divert resources away from our other activities.

Our business, results of operations, and financial condition may be impacted by the ongoing coronavirus (COVID-19) outbreak.outbreaks.

The global spread of COVID-19 has created significant volatility and uncertainty in financial markets.  If such volatility and uncertainty persist, we may be unable to raise additional capital on terms that are acceptable to us, or at all.  Additionally, in response to the pandemic, governments and the private sector have taken a number of drastic measures to contain the spread of COVID-19.  While our employees currently have the ability and are encouraged to work remotely, such measures may have a substantial impact on employee attendance or productivity, which, along with the possibility of employees’ illness, may adversely affect our operations.

In addition, COVID-19 has negatively impacted the timing of our current patent infringement actions as a result of office closures, travel restrictions and court closures.  For example, our patent infringement trial in Orlando, Florida has beenwas delayed twice due to the impact of COVID-19.  It is possible that further delays in our cases could occur.

Although COVID-19 is currently not material to our results of operations, there is significant uncertainty relating to the potential impact of COVID-19 on our business.  The extent to which COVID-19 impacts our ongoing patent enforcement actions and our ability to obtain financing, as well as our results of operations and financial condition, generally, will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken by governments and private businesses to contain COVID-19 or treat its impact, among others.  If the disruptions posed by COVID-19 continue for an extensive period of time, our business, results of operations, and financial condition may be materially adversely affected.

We are subject to outside influences beyond our control, including new legislation that could adversely affect our licensing and enforcement activities and have an adverse impact on the execution of our business plan.

Our licensing and enforcement activities are subject to numerous risks from outside influences, including new legislation, regulations and rules related to obtaining or enforcing patents.  For instance, the U.S. has enacted sweeping changes to the U.S. patent system including changes that transition the U.S. from a “first-to-invent” to a “first-to-file” system and other changes that alter the processes for challenging issued patents.  To the extent that we are unable to secure patent protection for our future technologies and/or our current patents are challenged such that some or all of our protection is lost, we will suffer adverse effects to our ability to offer unique products and technologies.  As a result, there would be an adverse impact on our financial position, results of operations and cash flows and our ability to execute our business plan.

Our industry is subject to rapid technological changes which if we are unable to match or surpass, will result in a loss of competitive advantage and market opportunity.

Because of the rapid technological development that regularly occurs in the wireless technology industry, along with shifting user needs and the introduction of competing products and services, we have historically devoted substantial resources to developing and improving our technology and introducing new product offerings.  As a result of our limited financial resources, we have ceased our research and development activities which could result in a loss of future market opportunity which could adversely affect our future revenue potential.

We are highly dependent on Mr. Jeffrey Parker as our chief executive officer.  If his services were lost, it would have an adverse impact on the execution of our business plan.

Because of Mr. Parker’s leadership position in the Company, the relationships he has garnered in both the industry in which we operate and the investment community and the key role he plays in our patent litigation strategies, the loss of his services might be seen as an impediment to the execution of our business plan.  If Mr. Parker was no longer available to the Company, investors might experience an adverse impact on their investment. We maintain $5 million in key-employee life insurance for our benefit for Mr. Parker.

If we are unable to retain key highly skilled employees, we will not be able to execute our current business plans.

Our business is dependent on having skilled and specialized key employees to conduct our business activities.  The inability to retain these key employees would have an adverse impact on the technical support activities and the financial reporting and regulatory compliance activities that our business requires.  These activities are instrumental to the successful execution of our business plan.

Any disruptions to our information technology systems or breaches of our network security could interrupt our operations, compromise our reputation, and expose us to litigation, government enforcement actions, and costly response measures and could have a material adverse effect on our business, financial condition, and results of operations.

We rely on information technology systems, including third-party hosted servers and cloud-based servers, to keep business, financial, and corporate records, communicate internally and externally, and operate other critical functions.  If any of our internal systems or the systems of our third-party providers are compromised due to computer virus, unauthorized access, malware, and the like, then sensitive documents could be exposed or deleted, and our ability to conduct business could be impaired. Cyber incidents can result from deliberate attacks or unintentional events.  These incidents can include, but are not limited to, unauthorized access to our systems, computer viruses or other malicious code, denial of service attacks, malware, ransomware, phishing, SQL injection attacks, human error, or other events that result in security breaches or give rise to the manipulation or loss of sensitive information or assets.  Cyber incidents can be caused by various persons or groups, including disgruntled employees and vendors, activists, organized crime groups, and state-sponsored and individual hackers.  Cyber incidents can also be caused or aggravated by natural events, such as earthquakes, floods, fires, power loss, and telecommunications failures.  The risk of cybersecurity breach has generally increased as the number, intensity, and sophistication of attempted attacks from around the world has increased.  While we have cyber security procedures in place, given the evolving nature of these threats, there can be no assurance that we will not suffer material losses in the future due to cyber-attacks.

To date, we have not experienced any material losses relating to cyber-attacks, computer viruses or other systems failures.  Although we have taken steps to protect the security of data maintained in our information systems, it is possible that our security measures will not be able to prevent the systems’ improper functioning or the improper disclosure of personally identifiable information, such as in the event of cyber-attacks. In addition to operational and business consequences, if our cybersecurity is breached, we could be held liable to our customers or other parties in regulatory or other actions, and we may be exposed to reputation damages and loss of trust and business.  This could result in costly investigations and litigation, civil or criminal penalties, fines, and negative publicity.

Risks Relating to our Common Stock

Our outstanding options and warrants may affect the market price and liquidity of the Common Stock.common stock.

At August 3,December 31, 2022, we had 78.681.2 million shares of Common Stockcommon stock outstanding and had outstanding options and warrants for the purchase of up to 33.934.7 million additional shares of Common Stock,common stock, of which approximately 29.833.3 million were exercisable.exercisable as of December 31, 2022.  In addition, as described more fully below, holders of convertible notes may elect to receive a substantial number ofup to 32.7 million shares of Common Stockcommon stock upon conversion of the notes, and we may elect to pay accrued interest on the notes in shares of our Common Stock.common stock.  All of the shares of Common Stockcommon stock underlying these securities are currently or will be registered for sale to the holder or for public resale by the holder.  The amount of Common Stockcommon stock reserved for issuance may have an adverse impact on our ability to raise capital and may affect the price and liquidity of our Common Stockcommon stock in the public market. In addition, the issuance of these shares of Common Stockcommon stock will have a dilutive effect on current shareholders’stockholders’ ownership.

The conversion of outstanding convertible notes into shares of Common Stock,common stock, and the issuance of Common Stockcommon stock by us as payment of accrued interest upon the convertible notes, could materially dilute our current shareholders.stockholders.

We have an aggregate principal amount of $4.3$4.5 million in convertible notes outstanding at June 30, 2022 and issued an additional $0.26 million in convertible notes on August 3,December 31, 2022.  The notes are convertible into shares of our Common Stockcommon stock at fixed conversion prices, which may be less than the market price of our Common Stockcommon stock at the time of conversion.  If the entire principal were converted into shares of Common Stock,common stock, we would be required to issue an aggregate of up to 32.7 million shares of Common Stock.common stock.  In addition, in January 2023 we issued an additional aggregate principal amount of $0.7 million in convertible notes which, if converted at the fixed conversion price, would result in the issuance of an additional 4.4 million shares of our common stock.  If we issue all of these shares, the ownership of our current shareholdersstockholders will be diluted.

Further, we may elect to pay interest on the notes, at our option, in shares of Common Stock,common stock, at a price equal to the then-market price for our Common Stock.common stock.  As of June 30,December 31, 2022, we have issued approximately 3.13.9 million shares of Common Stockcommon stock as in-kind interest payments on our convertible notes.  We currently do not believe that we will have the financial ability to make payments on the notes in cash when due.  Accordingly, we currently intend to make such payments in shares of our Common Stockcommon stock to the greatest extent possible.  Such interest payments could further dilute our current shareholders.stockholders.

The price of our Common Stockcommon stock may be subject to substantial volatility.

The trading price of our Common Stockcommon stock has been and may continue to be volatile. Between January 1, 20202021 and June 30, 2022,March 1, 2023, the reported high and low sales prices for our Common Stockcommon stock ranged between $0.11 and $1.91 per share.  The price of our Common Stockcommon stock may continue to be volatile as a result of a number of factors, some of which are beyond our control.  These factors include, but are not limited to, developments in outstanding litigation, our performance and prospects, general conditions of the markets in which we compete, economic and financial conditions, and the impact of COVID-19 on global financial markets.  Such volatility could materially and adversely affect the market price of our Common Stockcommon stock in future periods.

Our Common Stockcommon stock is tradedquoted on OTCQB, an over-the-counter market.  There can be no assurance that our Common Stockcommon stock will continue to trade on the OTCQB or on another over-the-counter market or securities exchange.

Our Common Stockcommon stock began trading on the OTCQB, an over-the-counter market, in August 2018 immediately following delisting from Nasdaq, under the symbol “PRKR”.  The over-the-counter market

is a significantly more limited market than a nationally-recognized securities exchange such as Nasdaq, and the quotation of our Common Stockcommon stock on the over-the-counter market has resulted in a less liquid market available for existing and potential shareholdersstockholders to trade shares of our Common Stock. common stock.  Securities traded in the over-the-counter market generally have less liquidity due to factors such as the reduced number of investors that will consider investing in the securities, the reduced number of market makers in the securities, and the reduced number of securities analysts that follow such securities.  As a result, holders of shares of our Common Stockcommon stock may find it difficult to resell their shares at prices quoted in the market or at all.  We are also subject to additional compliance requirements under applicable state laws relating to the issuance of our securities.  This could have a long-term adverse effect on our ability to raise capital, which ultimately could adversely affect the market price of our Common Stock.common stock.  We cannot provide any assurances as to if or when we will be in a position to relist our Common Stockcommon stock on a nationally-recognized securities exchange.

Our Common Stockcommon stock is classified as a “penny stock”“penny stock” under SEC rules, which means broker-dealers who make a market in our stock will be subject to additional compliance requirements.

Our Common Stockcommon stock is deemed to be a "penny stock" as defined in the Securities Exchange Act of 1934 (the “Exchange Act”).  Penny stocks are stocks (i) with a price of less than five dollars per share; (ii) that are not traded on a recognized national exchange; (iii) whose prices are not quoted on an automated quotation system sponsored by a recognized national securities association; or (iv) whose issuer has net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years); or $5,000,000 (if continuous operations for less than three years); or with average revenues of less than $6,000,000 for the last three years.  The Exchange Act requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account.  Potential investors in our Common Stockcommon stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock.”  Further, the Exchange Act requires broker-dealers dealing in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.  These procedures require the broker-dealer to (i) obtain from the investor information concerning his, her or its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor, and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.  Compliance with these requirements may affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of shareholdersstockholders to sell their securities in the public market.  These additional procedures could also limit our ability to raise additional capital in the future.

We do not currently pay dividends on our Common Stockcommon stock and thus shareholdersstockholders must look to appreciation of our Common Stockcommon stock to realize a gain on their investments.

We do not currently pay dividends on our Common Stockcommon stock and intend to retain our cash and future earnings, if any, to fund our business plan.  Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our business, financial condition, results of operations and capital requirements.  We therefore cannot offer any assurance that our board of directors will determine to pay special or regular dividends in the future.  Accordingly, unless our board of directors determines to pay dividends, shareholdersstockholders will be required to look to appreciation of our

Common Stock common stock to realize a gain on their investment.  There can be no assurance that this appreciation will occur.

Provisions in our certificate of incorporation and by-laws could have effects that conflict with the interest of shareholders.

Some provisions in our certificate of incorporation and by-laws could make it more difficult for a third party to acquire control of us.  For example, our board of directors is divided into three classes with directors having staggered terms of office, our board of directors has the ability to issue preferred stock without shareholder approval, and there are advance notification provisions for director nominations and submissions of proposals from shareholders to a vote by all the shareholders under the by-laws.  Florida law also has anti-takeover provisions in its corporate statute.

We have a shareholder protection rights plan that may delay or discourage someone from making an offer to purchase the Company without prior consultation with the board of directors and management, which may conflict with the interests of some of the shareholders.

On November 17, 2005, as amended on November 20, 2015 and November 20, 2020, our board of directors adopted a shareholder protection rights plan which called for the issuance, on November 29, 2005, as a dividend, of rights to acquire fractional shares of preferred stock. The rights are attached to the shares of Common Stockcommon stock and transfer with them. In the future, the rights may become exchangeable for shares of preferred stock with various provisions that may discourage a takeover bid.  Additionally, the rights have what are known as “flip-in” and “flip-over” provisions that could make any acquisition of the Company more costly.  The principal objective of the plan is to cause someone interested in acquiring the Company to negotiate with the board of directors rather than launch an unsolicited bid. This plan may limit, prevent, or discourage a takeover offer that some shareholders may find more advantageous than a negotiated transaction.  A negotiated transaction may not be in the best interests of the shareholders.

Sales of substantial amounts of our Common Stock by the selling shareholder, or the perception that these sales could occur, could adversely affect the price of our Common Stock.

The sale by the selling shareholders of a significant number of shares of Common Stock, or the perception in the public markets that these sales will occur, could have a material adverse effect on the market price of our Common Stock.  We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares of Common Stock for public sale will have on the market price of our Common Stock.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements as of and for the years ended December 31, 20212022 and 2020 and the condensed consolidated interim financial statements for the six months ended June 30, 20222021 and notes to those statements included elsewhere in this prospectus.  This discussion contains forward-looking statements that involve risks and uncertainties.  Please see “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

Executive Overview

We are in the business of innovating fundamental wireless technologies and products. We have designed and developed proprietary RF technologies and ICsintegrated circuits based on those technologies, and we license our technologies to others 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 U.S. and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore our business plan primarily consists of enforcement of our intellectual property rights through patent licensing efforts and infringement litigation and licensing efforts.litigation. We currently have patent enforcement actions ongoing in various U.S. district courts against providers of mobile handsets,handset, smart televisionstelevision and other WiFi products and, in certain cases, their ICproduct providers, as well as semiconductor suppliers for the infringement of a number of our RF patents. We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.

We continue to aggressively pursue licensing opportunities with wireless communications companies that make, use or sell ICssemiconductors and/or products that incorporate RF.  We believe there are a number of wireless communications companies that can benefit from the use of the RF technologies we have developed, whether through a license or, in certain cases, a joint product venture that may include licensing rights.  Our licensing efforts to date have required litigation in order to enforce and/or defend our intellectual property rights.  Since 2011, we have been involved in patent infringement litigation against Qualcomm and subsequently others for the unauthorized use of our technology.  Refer to Note 1213 to our consolidated financial statements and Note 11 to our condensed consolidated interim financial statements included elsewhere in this prospectus for a complete discussion of our legal proceedings.  We have expended significant resources since 2011 and incurred significant debt for the enforcement and defense of our intellectual property rights.

Recent Developments

Debt and Equity Financing

On March 9, 2022,In January 2023, we received aggregate proceeds of approximately $0.7 million from the U.S. District Court insale of convertible notes to accredited investors.  The notes are convertible, at the Middle District of Florida granted a Qualcomm motion to strike and exclude opinions regarding alleged infringement and validity issues in ParkerVision v. Qualcomm. This court order precluded the presentation of infringement and validity opinions by bothholders' option, into shares of our expertscommon stock at trial. On March 22, 2022,a fixed conversion price of $0.16 per share and bear interest at a stated rate of 9% per annum.  In addition, in January 2023, we received aggregate proceeds of approximately $0.14 million from the same court issued an order granting Qualcomm’s motion for summary judgment ruling that Qualcomm does not infringesale of common stock to accredited investors at a price of $0.16 per share.  We entered into registration rights agreements with the three patents ininvestors pursuant to which we will register the case. We filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit and expect to file our initial appellate brief in August 2022. As a result of the court’s summary judgment motion in favor of Qualcomm, Qualcomm has the right to petition the court for its fees and costs. The court has granted a Qualcomm motion to delay such a petition until 30 days following the appellate court’s decision.

In June 2022, the U.S. District Court in the Western District of Texas granted our motion to amend our complaint in ParkerVision v. Intel to add willful infringement based on information obtained in discovery. In August 2022, an amended trial schedule was ordered moving the trial commencement date from December 5, 2022 to February 6, 2023 in order to accommodate time needed for additional discovery and related items. shares.  Refer to Note 1218 to our consolidated financial statements included elsewhere in this prospectus for a complete discussion of these financing transactions.

Legal Proceedings

In February 2023, we entered into a confidential patent license and settlement agreement and in March 2023, we received a payment of $25 million with respect thereto.

In February 2023, we dismissed our two patent enforcement actions against Intel Corporation.

Refer to Note 1113 to our condensed consolidated interim financial statements included elsewhere in this prospectus for a complete discussion of our legalpatent enforcement proceedings.

Liquidity and Capital Resources

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

For the year ended December 31, 2022, we incurred a net loss of approximately $9.8 million and negative cash flows from operations of approximately $3.0 million.  At December 31, 2022, we had cash and cash equivalents of approximately $0.1 million and an accumulated deficit of approximately $443.2 million.  Additionally, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings, legal fees, and litigation expenses under our contingent funding arrangements.  Our independent registered public accounting firm has included in their audit report an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a discussion of our liquidity and our ability to continue as a going concern.

We used cash for operations of approximately $3.0 million and $7.7 million for the years ended December 31, 2022 and 2021, respectively. The decrease in cash used for operations from 2021 to 2022 is primarily due to the use of approximately $3.9 million in cash for the reduction of accounts payable and accrued expenses during the year ended December 31, 2021, as compared to a $0.4 million increase in accounts payable and accrued expenses during the year ended December 31, 2022.  The reduction in accounts payable during the year ended December 31, 2021 is primarily the result of a $3.0 million payment to a law firm in settlement of our outstanding fees and expenses and in exchange for an agreed-upon reduction in potential success fees payable to the firm from future patent-related proceeds.

For the year ended December 31, 2022, we received aggregate net proceeds from the sale of debt and equity securities, including the exercise of outstanding options and warrants, of approximately $2.1 million compared to approximately $7.2 million in proceeds received for the year ended December 31, 2021.  We repaid approximately $0.1 million in debt obligations during each of the years ended December 31, 2022 and 2021.

Significant portions of our litigation costs to date have been funded by contingent payment arrangements with legal counsel.  Fee discounts offered by legal counsel in exchange for contingent payments upon successful outcome in our litigation are not recognized in expense until such time that the related proceeds on which the contingent fees are payable are considered probable.  Contingent fees vary based on each firm’s specific fee agreement.  We currently have contingent fee arrangements in place for all of our active cases. In addition to our contingent fee agreements with legal counsel, we have secured and unsecured contingent payment obligations to litigation funders that have priority payments due from patent-related proceeds as discussed more fully under “Financial Condition-ContingentCondition - Contingent Payment Obligations” below.

Although current working capital will notIn March 2023, we received $25.0 million in proceeds from a patent license and settlement agreement.  These proceeds are expected to be used entirely for the payment of contingent legal fees and expenses and the repayment of principal on our secured contingent debt obligation and therefore our ability to repaymeet our short-term liquidity needs is dependent upon one or more of (i) our ability to successfully negotiate future licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent arrangements, basedpayment obligations to Brickell and legal counsel; and/or (ii) our ability to raise additional capital from the sale of debt or equity securities or other financing arrangements.  We are currently in discussions with Brickell regarding restructuring of our contingent payment obligation, including additional new funds.  There can be no assurance that a favorable restructuring of our Brickell obligation will be achieved at all, or in a manner that provides significant future benefit to us.

Based on our current outstanding legal proceedings, funding arrangements and contingent payment arrangements, we estimate that up to 100% of our initial future proceeds will be used to repay contingent payment arrangements at least until the minimum returnoutstanding principal under our secured contingent payment obligation has been met.repaid.  After repayment of minimum returns on litigation financing,principal, we estimate that 45% to 68%approximately 75% of remaining future proceeds from current actions could be payable to others until such time that minimum returns have been achieved, depending on the proceeding and the nature, amount and timing of proceeds, among other factors.

Our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we will be required to seek additional capital. Our ability to meet our liquidity needs for the next twelve months is dependent upon (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, (ii) our ability to control operating costs, and/or (iii) our ability to obtain additional debt or equity financing. We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

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 cash flows generated from proceeds received from patent enforcement actions and/or technology licenses in 2023, after deduction of contingent payment obligations, 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 obligations, we will be required to raise additional working capital through the sale of debt or equity securities or other financing arrangements.

The long-term continuation of our business plan is dependent upon our ability to secure sufficient financing to support our business, and our ability to generate revenues and/or patent-related proceeds sufficient to offset expenses and meet our contingent payment obligations and other long-term debt repayment obligations.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or reduce operating costs could 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.

Years Ended December 31, 2021 and 2020

For the year ended December 31, 2021, we incurred a net loss of approximately $12.3 million and negative cash flows from operations of approximately $7.7 million. At December 31, 2021, we had cash and cash equivalents of approximately $1.0 million and an accumulated deficit of approximately $433.4 million. Additionally, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings, legal fees and litigation expenses under our contingent funding arrangements. Our independent registered public accounting firm has included in their audit report an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a discussion of our liquidity and our ability to continue as a going concern.

We used cash for operations of approximately $7.7 million and $4.8 million for the years ended December 31, 2021 and 2020, respectively. The increase in cash used for operations from 2020 to 2021 is primarily due to the use of approximately $3.9 million in cash for the reduction of accounts payable and accrued expenses during the year ended December 31, 2021, as compared to a $1.8 million increase in accounts payable and accrued expenses during the year ended December 31, 2020. Our accounts payable decreased $3.6 million from December 31, 2020 to December 31, 2021 primarily as result of a $3.0 million payment to a law firm in settlement of our outstanding fees and expenses and in exchange for an agreed-upon reduction in potential success fees payable to the firm from future patent-related proceeds. This increase in use of cash from 2020 to 2021 was somewhat offset by a reduction in cash-based operating costs from 2020 to 2021, largely as a result of decreased litigation fees and expenses. As a result of the decrease in our current liabilities from 2020 to 2021, our working capital improved by approximately $3.7 million.

For the year ended December 31, 2021, we received aggregate net proceeds from the sale of debt and equity securities, including the exercise of outstanding options and warrants, of approximately $7.2 million compared to approximately $7.6 million in proceeds received for the year ended December 31, 2020. We repaid approximately $0.1 million and $1.3 million, respectively in debt obligations during the years ended December 31, 2021 and 2020.

Six Months Ended June 30, 2022 and 2021

For the six months ended June 30, 2022, we incurred a net loss of approximately $4.1 million and incurred negative cash flows from operations of approximately $1.6 million. At June 30, 2022, we had cash and cash equivalents of approximately $0.8 million and an accumulated deficit of approximately $437.5 million. Additionally, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements. These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of our condensed consolidated financial statements.

We used cash for operations of approximately $1.6 million and $6.1 million for the six months ended June 30, 2022 and 2021, respectively. The decrease in cash used for operations from 2021 to 2022 is primarily due to the use of approximately $4.3 million in cash for the reduction of accounts payables and accrued expenses during the six months ended June 30, 2021, as compared to a $0.2 million increase in accounts payable and accrued expenses during the six months ended June 30, 2022. For the six months ended June 30, 2022, we received aggregate net proceeds from the sale of debt and equity securities,

including the exercise of outstanding options and warrants, of approximately $1.5 million compared to approximately $6.0 million in proceeds received for the six months ended June 30, 2021. We repaid approximately $0.05 million in debt obligations during each of the six months ended June 30, 2022 and 2021.

Financial Condition

Intangible Assets

We consider our intellectual property, including patents, patent applications, trademarks, copyrights, and trade secrets to be significant to our business.  Our intangible assets are pledged as security for our secured contingent payment obligation with Brickell.  The net book value of our intangible assets was approximately $1.6$1.4 million and $1.8 million as of June 30,December 31, 2022 and December 31, 2021, respectively.  TheseThe cost basis for our intangible assets arerepresents capitalized legal costs and agency filing fees for securing intellectual property protection and does not include the costs expended in developing the underlying intellectual property.  The cost of our intangible assets is amortized using the straight-line method over their estimated period of benefit, generally fifteen to twenty years.  The decrease in the carrying value of our intangible assets is primarily the result of $0.3 million in patent amortization expense recognized in 2022.2022 as our portfolio matures.  Management evaluates the recoverability of intangible assets periodically and takes into accountconsiders events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists.  As part of our ongoing patent maintenance program, we may, from time to time, abandon a particular patent if we determine fees to maintain the patent exceed its expected recoverability.  For the years ended December 31, 2022 and 2021, we incurred losses of approximately $0.1 million and $0.03 million, respectively, for the write-off of specific patent assets.  These losses are included in operating expenses in the accompanying consolidated statements of comprehensive loss included elsewhere in this prospectus.

Contingent Payment Obligations

We have secured and unsecured contingent payment obligations recorded at an aggregate estimated fair value of $43.5$45.8 million and $43.1 million as of June 30,December 31, 2022 and December 31, 2021, respectively.  These repayment obligations are contingent upon receipt of proceeds from patent enforcement and other patent monetization actions.  As a result, we have elected to account for these contingent payment obligations at their estimated fair values which are subject to significant estimates and assumptions as discussed in “Critical Accounting Policies” below.  Refer to Note 1011 to our consolidated financial statements and Note 10 to our condensed consolidated interim financial statements included elsewhere in this prospectus for a discussion of the fair value measurement of our contingent payment obligations.

Our secured contingent payment obligation is payable to Brickell as a result of $18 million in borrowings under a 2016 funding agreement, as amended from time to time.  WeAs of December 31, 2022, we have repaid Brickell an aggregate of $3.3 million to date under this agreement. The contingent payment obligation to Brickell is recorded at its estimated fair market value of $38.6$40.7 million at June 30,December 31, 2022, an increase of $1.2$3.3 million or 3%9% from the estimated fair market value of $37.4 million at December 31, 2021.  Brickell is entitled to a priority, prorated payment of up to 100% of proceeds received by us from funded patent-related actions up to a specified minimum return.  Brickell’s minimum return is determined as a multiple of the outstanding funded amount that increases over time.  The estimated aggregate minimum return due to Brickell wasif repaid in full at December 31, 2022 is approximately $52.5$56.9 million, and $48.8an increase of approximately $8.1 million, or 16.6%, from the minimum return that would have been due to Brickell as of June 30, 2022 and December 31, 2021, respectively.2021.

In addition, in 2020 and 2021, we incurred unsecured contingent payment obligations in connection with various funding arrangements.  These contingent payment obligations are payable from our share of patent-related proceeds after satisfaction of our obligation to Brickell and payment of contingent fees to legal counsel.  These unsecured contingent payment obligations are recorded at an aggregate estimated fair value of $4.85$5.1 million at June 30,December 31, 2022, representing a decrease of $0.84$0.6 million or 15% from the estimated fair market value of $5.69 million at December 31, 2021.  This decrease is primarily the result of the sharp increase in the risk-free interest rate used in the calculation as a result of the Federal Reserve ending bond purchases and implementing multiple rate increases during 2022.  The maximum payment obligation for our unsecured contingent payment obligations is $10.810.8 million at December 31, 2021.

See “Change in Fair Value of Contingent Obligations” included in “Results of Operations” below for a discussion of the changes in the estimated fair valuevalues of our secured and unsecured contingent payment obligations.

Note Payable

As of June 30,December 31, 2022, we have a $0.7$0.6 million unsecured note payable to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party.  We are obligated to make principal and interest payments totaling $0.16 million in 2023 under this note.  The note calls for monthly payments of principal and interest of $10,000$12,500 through March 2027 with a final balloon payment of approximately $0.59$0.02 million due at the maturity date ofin April 30, 2023. We are currently in compliance with the terms of the SKGF note.2027.  Failure to comply with the payment terms of this note constitutes an event of default which, if uncured, will result in the entire unpaid principal balance of the note and any unpaid, accrued interest to become immediately due and payable.  In addition, an event of default results in an increase in the interest rate under the notes to a default rate of 12% per annum.  Notes payable are discussed more fully in Note 98 to our consolidated financial statements and Note 9 to our condensed consolidated interim financial statements included elsewhere in this prospectus.

Convertible Notes

As of June 30,December 31, 2022, we have $4.3$4.5 million in notes that are convertible, at the holders’ option, into shares of our Common Stockcommon stock at fixed conversion prices ranging from $0.08 to $0.57 per share. We issued an additional $0.26 million in convertible notes in August 2022.  These notes mature at varying dates from September 2023 to August 2027.  The majority of the notes bear interest at a stated rate of 8%, payable quarterly.  We have the option, subject to certain conditions, to pay the quarterly interest in-kind with shares of our Common Stockcommon stock based on market price at the interest payment date.  To date, all of the interest payments under these convertible notes have been paid in-kind and we anticipate that future payments of interest will also be paid in-kind. The notes provide for events of default that include failure to pay principal or interest when due, breach of any of the representations made by us, events of liquidation or bankruptcy, and a change in control.  In the event of default, the interest rate increases to 12% per annum and the outstanding principal balance of the notes plus all accrued interest due may be declared immediately payable by the holders of a majority of the then-outstanding notes.  Our convertible notes payable are more fully discussed in Note 9 to our consolidated financial statements and Notes 9 and 15 to our condensed consolidated interim financial statements included elsewhere in this prospectus.

Deferred Tax Assets and Related Valuation Allowance

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.  As of December 31, 2021,2022, we had net deferred tax assets of approximately $93$90.5 million, primarily related to our NOL carryforwards, which were fully offset by a valuation allowance due to the uncertainty related to realization of these assets through future taxable income.  In addition, our ability to benefit from our NOL and other tax credit carryforwards could be limited under Section 382 as more fully discussed in “Risk Factors” and in Note 1112 to our consolidated financial statements included elsewhere in this prospectus.

Results of Operations for Each of the Three and Six MonthsYears Ended June 30,December 31, 2022 and 2021

Revenues and Gross Margins

Revenue

Licensing revenue was $0.93 million and $0.14 for the years ended December 31, 2022 and December 31, 2021, respectively.  Our licensing revenue is from patent licensing and settlement agreements resulting from settlement of patent enforcement actions filed by us. To date, all of our license and settlement agreements have consisted of a one-time, lump sum payment with no recurring future revenue.  We recognized revenue from each contract when the parties’ performance obligations were met.  Cost of Sales

We reported nosales related to the licensing revenue for the three or six-month periods ended June 30, 2022 or 2021. Cost of sales consists of amortization expense related to the patents covered under the license agreements.  Our licensing revenue is expected to vary based on the market size of the licensee and the specific terms of the license and settlement agreement. 

Our licensing proceeds in both 2022 and 2021 were used fully to pay contingent out-of-pocket expenses incurred by our litigation counsel to support our patent enforcement program in the aggregate.  As a result of the recognition of these contingent expenses in accordance with our contingent fee agreements, the proceeds did not have an impact on our cash flows.  These contingent out-of-pocket expenses, which are recognized in the same period as the corresponding revenue, are included in selling, general and administrative expenses.

In March 2023, we received $25.0 million from a patent licensing and settlement agreement reached during the year ended December 31, 2021. Although we doin February 2023.  We anticipate additional revenue to result from our licensing agreements and patent enforcement actions although the amount and timing is highly unpredictable and there can be no assurance that we will achieve our anticipated results.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses consist primarily of litigation feesexecutive, director, technical support, and expenses,finance and administrative personnel and related costs, including share-based compensation, for executive, Board, finance and accounting and technical support personnel for our patent enforcement program, and costs incurred for insurance, shareholder relations and outside professional fees for accounting, legal and business consulting services.professional services, including litigation expenses, and amortization and maintenance expenses related to our patent assets.

Our selling, general and administrative expenses decreased bywere approximately $0.2$7.8 million for the year ended December 31, 2022, as compared to approximately $8.1 million for the year ended December 31, 2021, representing a decrease of approximately $0.3 million or 11%, during the three months ended June 30, 2022 when compared to the same period in 2021.4%.  This isdecrease results primarily the result offrom a $0.1 million decrease in share-based compensation of $0.2 million attributed to nonqualified stock options and restricted stock units becoming fully vested during the year ended December 31, 2022.  We recognized approximately $0.93 and $0.14 million in contingent litigation expenses resulting from patent license and settlement arrangements for the comparable periodsyears ended December 31, 2022 and December 31, 2021, respectively.  The increase in contingent litigation expenses from 2021 to 2022 is a $0.1 milliondirect result of the increase in licensing revenue and was offset by a decrease in non-contingent litigation fees and expenses.

Our selling, general and administrative expenses decreased by approximately $0.5 million, or 13%, during the six months ended June 30,from 2021 when compared to the same period in 2021. This is2022, primarily theas a result of a $0.3 million decrease in share-based compensation fornon-contingent litigation expenses incurred in connection with the comparable periods and a $0.2 million decrease in litigation fees and expenses.

The decrease in our share-based compensation for the three and six-month periods ended June 30, 2022 is the result of share-based compensation expense attributed to restricted stock units and nonqualified stock options awarded to executives, key employees and nonemployee directors in 2019 and 2020 being fully recognized as of December 31, 2021. As of June 30, 2022, we had $1.5 million of total unrecognized compensation cost related to all non-vested share-based compensation awardsQualcomm action that is expected to be recognized over a period of approximately 0.5 years.currently on appeal.

Change in Fair Value of Contingent Payment Obligations

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs.  We estimated the fair value of our secured contingent payment obligations using a probability-weighted 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. 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.

For the six monthsyear ended June 30,December 31, 2022, we recorded an aggregate increase in the aggregate fair value of our secured and unsecured contingent payment obligations of approximately $0.4 million, compared to an increase$2.7 million.  The majority of approximately $2.8 million for the six months ended June 30, 2021. The change in fair value foris attributable to the six months ended June 30, 2022 was impactedpassage of time leading to increased returns due to Brickell and are partially offset by a sharpan increase in the risk-free interest rate used in the calculation as a result of the Federal Reserve ending bond purchases and signaling it would implementimplementing multiple rate increases during 2022, resulting in a $2.3 million decrease in the fair value of our

secured and unsecured contingent payment obligations. The decrease resulting from the interest rate changes is offset by changes in the estimated amounts and timing of projected future cash flows due to changes in probabilities and time frames based on changes in the status of patent infringement actions.

Results of Operations for Each of the Years Ended December 31, 2021 and 2020

Revenues and Gross Margins

Licensing revenue was $0.14 million for the year ended December 31, 2021. We reported no licensing revenue for the year ended December 31, 2020. We entered into patent licensing and settlement agreements with Buffalo and Zyxel in May 2021 and September 2021, respectively. We recognized revenue from these contracts during the year ended December 31, 2021 when the parties’ performance obligations were met. Cost of sales related to the licensing revenue consists of amortization expense related to the patents covered under the license agreements.

Our licensing proceeds were fully offset against out-of-pocket expenses recognized under our contingent fee agreement with counsel and therefore did not impact our cash flows. These out-of-pocket expenses are included in selling, general and administrative expenses.

Although we do anticipate additional revenue 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.

We reported no product revenue during the years ended December 31, 2021 or 2020.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses consist primarily of executive, director, technical support, and finance and administrative personnel costs, including share-based compensation, costs incurred for insurance, shareholder relations and outside legal and professional services, including litigation expenses, and amortization and maintenance expenses related to our patent assets.

Our selling, general and administrative expenses were approximately $8.1 million for the year ended December 31, 2021, as compared to approximately $10.7 million for the year ended December 31, 2020, representing a decrease of approximately $2.6 million or 24%. This decrease results, in part, from a number of one-time, noncash charges in 2020 including $1.8 million associated with an amendment to a warrant agreement, $0.4 million from an amendment to our March 2020 equity transactions, and $0.2 million for impairment of the right-of-use asset associated with our Lake Mary lease. In addition, our litigation fees and expenses decreased by approximately $2.3 million as a result of the stay in the Qualcomm case in Jacksonville, Florida. These decreases were partially offset by a $2.1 million increase in share-based compensation attributed to nonqualified stock options awarded to executives, key employees, and nonemployee directors in January 2021 as more fully discussed in Note 14 to our consolidated financial statements included elsewhere in this prospectus.

Change in Fair Value of Contingent Payment Obligations

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs.  We estimated the fair value of our secured contingent payment obligations using a probability-weighted 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 year ended December 31, 2021, we recorded an increase in the fair value of our secured and unsecured contingent payment obligations of approximately $4.4 million.  The majority of the change in fair value is attributable to an increase in the estimated fair value of the secured contingent obligation with Brickell as a result of changes in estimated amounts and timing of projected future cash flows.

Critical Accounting Policies

We believe that the following are critical accounting policies and estimates that significantly impact the preparation of our consolidated financial statements:

Contingent Payment Obligations

We have accounted for our secured and unsecured contingent payment obligations as long-term debt. Our repayment obligations are contingent upon the receipt of proceeds from patent enforcement or other patent monetization actions. We have elected to measure our contingent payment obligations at their estimated fair values based on the variable and contingent nature of the repayment provisions.  We have determined that the fair value of our secured and unsecured contingent payment obligations falls within Level 3 in the fair value hierarchy, which involves significant estimates and assumptions including projected future patent-related proceeds and the risk-adjusted rate for discounting future cash flows.  Actual results could differ from the estimates made.  Changes in fair value, including the component related to imputed interest, are included in the consolidated statements of comprehensive loss under the heading “Change in fair value of contingent payment obligations.”  Refer to Note 1011 to our consolidated financial statements and Note 10 to our condensed consolidated interim financial statements included elsewhere in this prospectus for a discussion of the significant estimates and assumptions used in estimatedestimating the fair value of our contingent payment obligations.

Accounting for Share-Based Compensation

We calculate the fair value of share-based equity awards, to employees, including restricted stock, stock options and restricted stock units (“RSUs”), on the date of grant and recognize the calculated fair value as compensation expense over the requisite service periods of the related awards.  The fair value of stock option awards is determined using the Black-Scholes option valuation model that requires the use of highly subjective assumptions and estimates including how long employeesthe holder will retain their stock options before exercising them and the volatility of our Common Stockcommon stock price over the expected life of the equity award.  Changes in these subjective assumptions can materially affect the estimate of fair value of share-based compensation and consequently, the related amount recognized as expense in the consolidated statements of comprehensive loss.

New Accounting Pronouncements

We adopted Accounting Standards Update (“ASU”ASU”) 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" as of January 1, 2021.  ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP.  Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features.  The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception.  The ASU also simplifies the diluted earnings per share calculation in certain areas. For smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2020.  The ASU provides for a modified retrospective method of adoption whereby the guidance is applied to transactions outstanding at the beginning of the fiscal year of adoption with the

cumulative effect of the change being recorded as an adjustment to beginning retained earnings. Adoption of ASU 2020-06 resulted in an increase to our long-term debt of approximately $0.8 million, a decrease in additional paid-in-capital of approximately $1.1 million and an adjustment to our beginning accumulated deficit of $0.3 million resulting from the elimination of the previously recognized beneficial conversion feature as a debt discount.

Off-Balance Sheet Transactions

As of June 30, 2022 and December 31, 2021,2022, we had outstanding warrants to purchase 10.3 million shares of our Common Stock.common stock. The estimated grant date fair value of these warrants of approximately $3.2 million is included in shareholders’ deficit in our consolidated balance sheetssheet for the periodsyear ended June 30, 2022 and December 31, 2021, respectively.2022.  The outstanding warrants have an average exercise price of $0.75 per share and a weighted average remaining life as of June 30, 2022, of approximately 2.52.1 years.

Patents and Trademarks

We consider our intellectual property, including patents, patent applications, trademarks, and trade secrets to be significant to our business plan. We have a program to file applications for and obtain patents, copyrights, and trademarks in the U.S. and in selected foreign countries where we believe filing for such protection is appropriate to establish and maintain our proprietary rights in our technology and products.  As of June 30,December 31, 2022, we had approximately 7460 active U.S. and foreign patents related to our RF technologies.  In addition, we have a number of recently expired patents that we believe continue to have significant economic value as a result of our ability to assert past damages in our patent enforcement actions.  We estimate the economic lives of our patents to be the shorter of fifteen years from issuance or twenty years from the earliest application date.  Our current portfolio of issued patents have expirations ranging from 20222023 to 2036.

Employees

As of June 30, 2022 and December 31, 2021,2022, we had seven full-time employees and one part-time employee.  We also outsource certain specialty services, such as information technology and public relations, and utilize contract staff and third-party consultants from time to time to supplement our workforce.  Our employees are not represented by any collective bargaining agreements and we consider our employee relations to be satisfactory.

We have taken measures to protect our workforce in response toFollowing the COVID-19 pandemic, including optionalwe have reverted to fully remote worksites for all of our employees beginning in April 2020.employees.  Our management, with the oversight of our board of directors, monitors the hiring, retention, and management of our employees.

Available Information and Access to Reports

We file annual reports on Forms 10-K, quarterly reports on Forms 10-Q, proxy statements and other reports, including any amendments thereto, electronically with the SEC. The SEC maintains an Internet site (http://www.sec.gov) where these reports may be obtained at no charge.  We also make copies of these reports available, free of charge through our website (http://www.parkervision.com) via the link “SEC filings” as soon as practicable after filing or furnishing such materials with the SEC.

Properties

Until the expiration of our lease in October 2020, our headquarters were located in a 3,000 square foot leased facility in Jacksonville, Florida. Beginning inSince November 2020, we reverted tohave operated in a fully remote worksitesworksite environment for all of our employees in light of the pandemic.employees.  We believe a remote work environment is currently suitable for the conduct of our business.  We have an additionalceased use of our 7,000 square foot leased facility in Lake Mary, Florida that was primarily for engineering design activities. We ceased use of the Lake Mary facility in 2018 and secured a sublease tenant in 2021 for the duration of the lease term through November 2022.  Refer to Note 87 to our consolidated financial statements included elsewhere in this prospectus for information regarding our outstanding lease obligations.

Legal Proceedings

We are a party to a number of patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us in an attempt to invalidate certain of our patent claims.  These patent-related proceedings are more fully described in Note 1213 to our consolidated financial statements and Note 11 to our condensed consolidated interim financial statements included elsewhere in this prospectus.