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): October 27, 2022
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)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; and Compensatory Arrangements of Certain Officers.
Effective October 27, 2022, the Board of Directors of the Company voted to increase the size of the Board from four to five members. Effective the same date, the Board appointed Sanford M. Litvack to fill the newly created vacancy on the Company’s board of directors. Mr. Litvack will serve as a Class I director. Mr. Litvack was also appointed to serve on the Company’s audit committee. The Company entered into a standard indemnification agreement with Mr. Litvack.
In connection with the appointment, Mr. Litvack was granted, pursuant to the Company’s 2019 Performance Equity Plan, nonqualified stock options to purchase 600,000 shares of the Company’s common stock at an exercise price of 0.20 per share. The options will vest over eight equal quarters commencing January 27, 2023.
The Company issued a press release announcing the increase in the size of the Company’s Board of Directors and the appointment of Mr. Litvack, which is filed herewith as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated October 31, 2022 |
| 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: November 2, 2022 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia French | |
| Cynthia French | |
| Chief Financial Officer |
ex_440744.htm
Exhibit 99.1
NEWS RELEASE
Sanford M. Litvack Joins ParkerVision Board of Directors
Jacksonville, Florida, October 31, 2022 -- ParkerVision, Inc. (OTCQB: PRKR) announced today that it has named Sanford (Sandy) Litvack to its Board of Directors, expanding the Board to five members, four of whom are independent.
Mr. Litvack is a partner with Chaffetz Lindsey LLP and has a broad corporate litigation background, handling a wide array of complex matters, including patent and other intellectual property issues. Litvack served as Assistant Attorney General in charge of the Antitrust Division of the Department of Justice and was selected by President George W. Bush to serve as a member of the Antitrust Modernization Commission.
In addition to his courtroom experience, Mr. Litvack spent a decade at the Walt Disney Company holding various roles from general counsel to chief of corporate operations and vice chairman of the board of directors. He is also a former director of Hewlett Packard. Mr. Litvack currently serves on the board of directors for L Catterton Asia Acquisition Corp., a special purpose acquisition company.
“We are excited to have Sandy join the ParkerVision board. His extensive background in both corporate operations and litigation matters will enhance the knowledge and experience of our board,” stated Jeffrey Parker, CEO of ParkerVision. “We look forward to his contributions that will help to shape the future for ParkerVision.”
About ParkerVision
ParkerVision, Inc. (OTCQB:PRKR) invents, develops, and licenses cutting edge, proprietary radio-frequency (RF) technologies that enable wireless solution providers to make and sell advanced wireless communication products. For more information, please visit www.parkervision.com.
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 which are disclosed in the Company’s SEC reports, including the Form 10-K for the year ended December 31, 2021, and Forms 10-Q for the quarters ended March 31 and June 30, 2022. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.
Contact:
Cindy French Tony Vignieri
Chief Financial Officer Communications Director
cfrench@parkervision.com tvignieri@parkervision.com