8-K
PARKERVISION INC (PRKR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2023
PARKERVISION, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-22904 | 59-2971472 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida | 32207 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(904) 732-6100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On March 28, 2023, ParkerVision, Inc. (the “Company”) issued a press release which reported financial and operating results for the year ended December 31, 2022. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 28, 2023 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia French | |
| Cynthia French | |
| Chief Financial Officer |
HTML Editor
Exhibit 99.1
ParkerVision Reports 2022 Results
JACKSONVILLE , Fla., March 28, 2023 – **** ParkerVision, Inc. (OTCQB: PRKR) (“ParkerVision”), a developer and marketer of technologies and products for wireless applications, today announced results for the year ended December 31, 2022.
Year End 2022 Summary and Recent Developments
| ● | Through March 2023, the Company has resolved patent infringement actions filed in 2020 and 2021 in the Western District of Texas against four of six defendants through patent license and settlement agreements, including one agreement reached in the first quarter of 2023 for which the Company received $25 million in gross proceeds. |
|---|---|
| ● | New patent infringement cases were filed against MediaTek and Realtek in the Western District of Texas in the fourth quarter of 2022. |
| --- | --- |
| o | Pending cases against TCL and LG in Texas are stayed pending the outcome of one or both of the Realtek and MediaTek actions. |
| --- | --- |
| ● | Hearing at the Federal Circuit for the Company's appeal in ParkerVision v. Qualcomm is expected to be held mid-2023. |
| --- | --- |
| o | The appeal is the result of March 2022 Florida district court rulings in Qualcomm's favor on pre-trial motions that resulted in eliminating all matters for a jury to decide in an infringement case against Qualcomm that was nearing trial after being filed nearly nine years prior in 2014. |
| --- | --- |
| ● | Sanford (Sandy) Litvack joined the ParkerVision board of directors in October 2022. |
| --- | --- |
Jeffrey Parker, Chairman and Chief Executive Officer, commented, “ParkerVision holds a portfolio of over 100 patents on our inventions, including a number of expired patents for which claims can be made for past damages, as well as a number of patents that will not expire for years to come. We believe our technologies are being used, without our permission, in a range of cellular, Wifi and Bluetooth chips and devices. Our patented technologies have all been developed in-house as a result of significant R&D investments, and our team includes our lead inventors whose knowledge and experience provide a strong foundation for enforcing the property rights of our claims against companies who we believe are wrongly using our patented inventions."
Mr. Parker continued, “We currently have patent enforcement cases pending against Qualcomm, Apple, TCL, LG, MediaTek and Realtek, and expect to file additional cases this year. We also have a patent enforcement action against Qualcomm, involving significant damages claims, on which we have filed an appeal at the Federal Circuit. We anticipate a hearing date for our appeal will be set for mid-2023.
"The incoming revenues from our overall patent enforcement program, after payment of contingent legal fees and expenses, will be used to reduce a significant portion of the Company's contingent debt. We expect 2023 to be a profitable year for ParkerVision."
Financial Results
| ● | Net loss for 2022 was $9.8 million, or $0.13 per common share, compared to a net loss of $12.3 million, or $0.17 per common share for 2021. |
|---|---|
| o | The 20% decrease in year-to-date net loss is a primarily the result of |
| --- | --- |
| ■ | a $0.8 million increase in revenue resulting from our patent enforcement and litigation efforts. |
| --- | --- |
| ■ | a $1.6 million decrease in the loss related to the change in fair value of our contingent payment obligations. |
| --- | --- |
| ● | We used cash for operations of approximately $3.0 million in 2022 compared to approximately $7.7 million in cash used for operations in 2021. The decrease is primarily the result of 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. |
| --- | --- |
| o | In 2022, we received net proceeds of approximately $2.1 million from the sale of debt and equity securities. |
| --- | --- |
| o | We received approximately $0.8 million in net proceeds from the sale of debt and equity securities in January 2023. |
About ParkerVision
ParkerVision, Inc. invents, develops and licenses cutting-edge, proprietary radio-frequency (RF) technologies that enable wireless solution providers to make and sell advanced wireless communication products. ParkerVision is engaged in a number of patent enforcement actions in the U.S. to protect patented rights that it believes are broadly infringed by others. For more information, please visit www.parkervision.com. (PRKR-I)
Safe Harbor Statement
This press release contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that are disclosed in the Company’s SEC reports, including the Form 10-K for the year ended December 31, 2022 . These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.
| |
|---|
| Cindy French |
| Chief Financial Officer |
| ParkerVision, Inc |
| cfrench@parkervision.com |
| |
(TABLES FOLLOW)
ParkerVision, Inc.
Balance Sheet Highlights
| December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | ||||
| Cash and cash equivalents | $ | 109 | $ | 1,030 | ||
| Prepaid expenses and other current assets | 274 | 599 | ||||
| Intangible assets, net | 1,359 | 1,785 | ||||
| Other noncurrent assets, net | 9 | 26 | ||||
| Total assets | 1,751 | 3,440 | ||||
| Current liabilities | 2,257 | 1,646 | ||||
| Contingent payment obligations | 45,797 | 43,063 | ||||
| Convertible notes | 3,913 | 2,895 | ||||
| Other long-term liabilities | 473 | 613 | ||||
| Shareholders’ deficit | (50,689 | ) | (44,777 | ) | ||
| Total liabilities and shareholders’ deficit | $ | 1,751 | $ | 3,440 |
ParkerVision, Inc.
Summary Results of Operations
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | December 31, | |||||
| 2022 | 2021 | |||||
| Licensing revenue | $ | 925 | $ | 144 | ||
| Cost of sales | (10 | ) | (5 | ) | ||
| Gross margin | 915 | 139 | ||||
| Selling, general and administrative expenses | 7,773 | 8,088 | ||||
| Total operating expenses | 7,773 | 8,088 | ||||
| Interest and other income | 103 | 242 | ||||
| Interest expense | (324 | ) | (251 | ) | ||
| Change in fair value of contingent payment obligations | (2,734 | ) | (4,372 | ) | ||
| Total interest and other | (2,955 | ) | (4,381 | ) | ||
| Net loss | $ | (9,813 | ) | $ | (12,330 | ) |
| Basic and diluted net loss per common share | $ | (0.13 | ) | $ | (0.17 | ) |
| Weighted average shares outstanding | 78,395 | 71,299 |
ParkerVision, Inc.
Summary of Cash Flows
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | December 31, | |||||
| 2022 | 2021 | |||||
| Net cash used in operating activities | $ | (2,959 | ) | $ | (7,702 | ) |
| Net cash used in investing activities | (4 | ) | (3 | ) | ||
| Net cash provided by financing activities | 2,042 | 7,108 | ||||
| Net decrease in cash & cash equivalents | (921 | ) | (597 | ) | ||
| Cash & cash equivalents - beginning of year | 1,030 | 1,627 | ||||
| Cash & cash equivalents - end of year | $ | 109 | $ | 1,030 |