SEC Comment Letter for PARKERVISION INC (PRKR) (CIK 0000914139) (PRKR) — Aug 28, 2018
PARKERVISION INC (PRKR) (CIK 0000914139)
Date: Aug. 28, 2018 · CIK: 0000914139 · Accession: 0000000000-18-026703
AI Filing Summary & Sentiment
File numbers found in text: 333-226738
Letter
August 28, 2018 Jeffrey Parker Chief Executive Officer ParkerVision, Inc. 7915 Baymeadows Way, Suite 400 Jacksonville, FL 32256 Re:ParkerVision, Inc. Registration Statement on Form S-1 Filed on August 9, 2018 File No. 333-226738 Dear Mr. Parker: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1, file no. 333-226738 Securities Purchase Agreement, page 3 1.We note that the PIPE Agreement provides that on the day following the effectiveness of the registration statement Aspire Capital will purchase 2,500,000 shares of your common stock, provided that the closing price of your common stock on that date is equal to or greater than $0.50 per share. Because of this condition, the investor is not irrevocably bound to purchase a set number of securities for a set purchase price at effectiveness. As a result, please revise your registration statement to identify Aspire Capital as an underwriter, as opposed to "may be deemed" an underwriter. Please see C&DI 139.11 (Securities Act Sections), publicly available on the Commission's website for further
FirstName LastNameJeffrey Parker Comapany NameParkerVision, Inc. August 28, 2018 Page 2 FirstName LastName Jeffrey Parker ParkerVision, Inc. August 28, 2018 Page 2 guidance. The issuance of debt securities or additional equity securities may impose covenants or restrictions..., page 6 2.We note your discussion of dilution in the third sentence of this risk factor. Please revise to specifically address the dilutive effect of your equity line agreement with Aspire Capital (approximately 3.7 million shares issued to date) and potential dilutive effect related to future issuances over the remaining term of this agreement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Larry Spirgel, Assistant Director, at 202-551-3815 with any questions. Sincerely, Division of Corporation Finance Office of Telecommunications
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August 28, 2018
Jeffrey Parker
Chief Executive Officer
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, FL 32256
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed on August 9, 2018
File No. 333-226738
Dear Mr. Parker:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, file no. 333-226738
Securities Purchase Agreement, page 3
1.We note that the PIPE Agreement provides that on the day following the effectiveness of
the registration statement Aspire Capital will purchase 2,500,000 shares of your common
stock, provided that the closing price of your common stock on that date is equal to or
greater than $0.50 per share. Because of this condition, the investor is not irrevocably
bound to purchase a set number of securities for a set purchase price at effectiveness. As
a result, please revise your registration statement to identify Aspire Capital as an
underwriter, as opposed to "may be deemed" an underwriter. Please see C&DI 139.11
(Securities Act Sections), publicly available on the Commission's website for further
FirstName LastNameJeffrey Parker
Comapany NameParkerVision, Inc.
August 28, 2018 Page 2
FirstName LastName
Jeffrey Parker
ParkerVision, Inc.
August 28, 2018
Page 2
guidance.
The issuance of debt securities or additional equity securities may impose covenants or
restrictions..., page 6
2.We note your discussion of dilution in the third sentence of this risk factor. Please revise
to specifically address the dilutive effect of your equity line agreement with Aspire
Capital (approximately 3.7 million shares issued to date) and potential dilutive effect
related to future issuances over the remaining term of this agreement.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Larry Spirgel, Assistant
Director, at 202-551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications