Item 1.01.Entry into a Material Definitive Agreement.

On January 14, 2020, the Company entered into a subscription agreement (the "Subscription Agreement") providing for the sale of an aggregate of 166,167 shares ("Shares") of the Company's common stock, par value $0.01 per share, at a price of $0.15 per share, to an accredited investor. The Company closed the sale contemplated by the Subscription Agreement on January 20, 2020. The Subscription Agreement contains customary representations and warranties of the purchaser. The $25,000 in proceeds from the sale of the Shares will be used to fund the Company's operations.

The Company also entered into a registration rights agreement (the "Registration Rights Agreement") with the investor pursuant to which the Company will register the Shares. The Company has committed to file the registration statement by the 120th calendar day following the closing date and to cause the registration statement to become effective by the 180th 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 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 summary 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.

In addition, on January 15, 2020 the Company issued 500,000 unregistered shares of the Company's Common Stock (the "Repayment Shares") as an in-kind payment of approximately $75,000 in outstanding amounts payable to Stacie Wilf, a related party.

Item 3.02.Unregistered Sales of Equity Securities.

The disclosures included in Item 1.01 regarding 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
  10.1          Securities Purchase Agreement between ParkerVision and
                accredited investor dated January 20, 2020
  10.2          Registration Rights Agreement between ParkerVision and
                accredited investor dated January 20, 2020

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