Item 1.01.Entry into a Material Definitive Agreement.

Warrant Agreement Amendment

On February 28, 2020, the Company entered into a warrant amendment agreement (the "Warrant Amendment Agreement") with Aspire Capital Fund, LLC ("Aspire"), with respect to warrants issued in July and September 2018 that are exercisable, collectively, into 5,000,000 shares of the Company's common stock (the "Existing Warrants"). The Warrant Amendment Agreement provides for a reduction in the exercise price for the Existing Warrants from $0.74 to $0.35 per share and the issuance of a new warrant for the purchase of 5,000,000 shares of the Company's common stock at an exercise price of $0.74 per share (the "New Warrants").

The Warrant Amendment Agreement also adds a call provision to the Existing Warrants whereby the Company may, after December 31, 2020, call for cancellation of all or any portion of the Existing Warrants for which an exercise notice has not yet been received, in exchange for consideration equal to $0.001 per warrant share and subject to certain conditions, including the continued existence of an effective registration statement for the underlying warrant shares and the availability of sufficient authorized shares to allow for the exercise of the Existing Warrants. All other terms of the Existing Warrants remain unchanged, including the original expiration dates of July and September 2023. In connection with the Warrant Amendment Agreement, Aspire exercised a portion of the Existing Warrants for net proceeds to the Company of approximately $0.5 million.

The New Warrants expire five years after issuance and have substantially similar other terms to the Existing Warrants, except for exercise price. The Existing Warrants and New Warrants, collectively, the "Warrants" are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company's common stock and also upon any distributions of assets to the Company's stockholders. The New Warrants contain provisions that prohibit exercise if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. The holder of the New Warrants may increase (up to 19.99%) or decrease this percentage by providing at least 61 days' prior notice to the Company. In the event of certain corporate transactions, the holder of the Warrants will be entitled to receive, upon exercise of such Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such transaction. The Warrants do not contain voting rights or any of the other rights or privileges as a holder of the Company's common stock.

The Company has agreed to file a registration statement as permissible and necessary to register under the Securities Act of 1933, as amended, the resale by Aspire of the shares of the Company's common stock and the shares of the Company's common stock underlying the New Warrants. The shares underlying the Existing Warrants are currently registered pursuant to a registration statement on Form S-1 (File No. 333-226738).

The foregoing description of the terms and conditions of the Warrant Amendment Agreement, the Existing Warrants and the New Warrants are not complete and are qualified in their entirety by the full text of the Warrant Amendment Agreement and form of warrant, which are filed herewith as Exhibits 10.1 and 4.1, respectively, and incorporated into this Item 1.01 by reference.

Private Placement of Common Stock

On March 5, 2020,the Company entered into subscription agreement s (the "Subscription Agreement") providing for the sale of an aggregate of 1,714,286 shares ("Shares") of the Company's common stock, par value $0.01 per share, at a price of $0.35 per share, to accredited investors. The Subscription Agreement contains customary representations and warranties of the purchaser. The $600,000 in proceeds from the sale of the Shares will be used to fund the Company's operations.

The Company also entered into registration rights agreement (the "PIPE Registration Rights Agreement") with the investors pursuant to which the Company will register the Shares. The Company has committed to file the registration statement by the 60th calendar day following the closing date and to cause the registration statement to become effective by the 120th calendar day following the closing date. The PIPE Registration Rights Agreement provides 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 by the deadlines set forth above. The amount of the liquidated damages is 1.0% of the aggregate subscription upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%.

The Shares were offered and sold to accredited investors on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

The foregoing summaries of the Purchase Agreement and the PIPE Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as part of Exhibits 10.2 through 10.3 hereto and are incorporated herein by reference.

Repayment of Promissory Note

On February 28, 2020, the Company issued an aggregate of 1,526,426 unregistered shares of the Company's Common Stock ("Repayment Shares") as an in-kind payment of approximately $237,000 in outstanding principal and accrued interest on a May 15, 2019 promissory note with the Thomas Staz Revocable Trust.

Item 3.02.Unregistered Sales of Equity Securities.

The disclosures included in Item 1.01 regarding the shares underlying the New Warrants, the shares subject to the Subscription Agreement and the Repayment Shares are incorporated herein by reference to the extent required.

Item 9.01.Financial Statements and Exhibits.



(d)
Exhibits:


Exhibit No.     Description
4.1               Warrant Agreement dated February 28, 2020
10.1              Warrant Amendment Agreement between ParkerVision and Aspire
                Capital Fund, LLC dated February 28, 2020
10.2              Form of Securities Purchase Agreement between ParkerVision and
                accredited investor dated March 5, 2020
10.3              Form of Registration Rights Agreement between ParkerVision and
                accredited investor dated March 5, 2020

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