ParkerVision Seeks Share Authorization Boost

TL;DR

ParkerVision wants to double its shares to 200M. Vote on Nov 27.

AI Summary

On October 28, 2024, ParkerVision, Inc. filed an 8-K report detailing a special meeting of stockholders scheduled for November 27, 2024. The primary purpose of this meeting is to vote on a proposed amendment to the company's Articles of Incorporation to increase the authorized number of common shares from 100,000,000 to 200,000,000. This increase is intended to provide the company with greater flexibility for future corporate actions.

Why It Matters

This filing indicates ParkerVision is preparing for potential future growth or strategic initiatives that may require additional capital or stock-based transactions.

Risk Assessment

Risk Level: medium — Increasing authorized shares can dilute existing shareholders if not used strategically for growth, but it also provides flexibility.

Key Numbers

• 200,000,000 — Proposed Authorized Shares (Increase from current 100,000,000 to provide future flexibility.)
• November 27, 2024 — Special Meeting Date (Date for stockholders to vote on the proposed share increase.)

Key Players & Entities

• ParkerVision, Inc. (company) — Registrant
• November 27, 2024 (date) — Date of Special Meeting
• 100,000,000 (dollar_amount) — Current Authorized Common Shares
• 200,000,000 (dollar_amount) — Proposed Authorized Common Shares

FAQ

Filing Documents

• prkr20241028_8k.htm (8-K) — 36KB
• ex_738754.htm (EX-3.1) — 8KB
• 0001437749-24-032797.txt ( ) — 172KB
• prkr-20241028.xsd (EX-101.SCH) — 3KB
• prkr-20241028_def.xml (EX-101.DEF) — 11KB
• prkr-20241028_lab.xml (EX-101.LAB) — 15KB
• prkr-20241028_pre.xml (EX-101.PRE) — 11KB
• prkr20241028_8k_htm.xml (XML) — 3KB

03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 28, 2024, the shareholders of the Company approved an amendment to the Company's amended and restated articles of incorporation to increase the number of authorized shares of common stock from 175,000,000 to 225,000,000. The board of directors of the Company approved the amendment on July 31, 2024, pending shareholder approval. The amendment is more fully described on pages 19 to 20 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2024, which description is incorporated herein by reference. Articles of amendment to the Company's amended and restated articles of incorporation setting forth the amendment were filed with the Department of State of the State of Florida on October 28, 2024 (as corrected on October 30, 2024) and became effective on October 30, 2024. The foregoing summary of the material terms and conditions of the articles of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the articles of amendment, which are included as Exhibit 3.1 to this report and are incorporated herein by reference.

07 – Submission of Matters to a Vote of Security Holders

Item 5.07 – Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on October 28, 2024. The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was September 3, 2024. At the close of business on that date, the Company had 89,673,211 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Three proposals were submitted to the Company's shareholders at the Annual Meeting. The proposals are described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 12, 2024. The final voting results were as follows: Proposal 1 The Company's shareholders elected the following Class II Director to serve for a term expiring at the 2027 annual meeting. The voting results are set forth below. Votes For Votes Against Votes Withheld Broker Non-Vote Lewis H. Titterton 27,227,658 0 2,359,270 29,015,293 Proposal 2 The Company's shareholders approved an amendment to the amended and restated articles of incorporation of the Company to increase the number of authorized shares of common stock from 175,000,000 to 225,000,000. The voting results are set forth below. Votes For Votes Against Votes Abstained Broker Non-Vote 50,504,008 7,897,534 200,679 N/A Proposal 3 The Company's shareholders ratified the selection of MSL, P.A. as the Company's independent registered public accounting firm for the year ending December 31, 2024. The voting results are set forth below. Votes For Votes Against Votes Abstained Broker Non-Vote 58,181,343 308,612 112,266 N/A

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 3.1 Articles of Amendment to Amended and Restated Articles of Incorporation dated October 28, 2024 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: October 31, 2024 PARKERVISION, INC. By /s/ Cynthia French Cynthia French Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR