Item 1.01. Entry into a Material Definitive Agreement.

On December 23, 2022, ParkerVision, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the accredited investors identified on Exhibit 10.1 hereof (the "Investors") which provides for the sale of 1,000,000 shares of ParkerVision common stock, $0.01 par value ("Common Stock"), for a per share price of $0.20. The proceeds of $200,000 will be used for ongoing operations.

The Company also entered into a registration rights agreement (the "Registration Rights Agreement") with the Holders pursuant to which the Company will register the shares of Common Stock. The Company has committed to file the registration statement no later than April 7, 2023, and to cause the registration statement to become effective by June 30, 2023. The 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 amount paid by the Holders upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%, or $12,000.

The Common Stock was offered and sold solely 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 Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as part of Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures included in Item 1.01 are incorporated herein by reference to the extent required.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits



Exhibit    Description
10.1         Securities Purchase Agreement dated December 23, 2022
10.2         Form of Registration Rights Agreement (incorporated by reference to
           Exhibit 10.2 of Form 8-K filed December 6, 2022)
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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