ParkerVision (PRKR) posts Q1 loss and flags serious going-concern risk
ParkerVision, Inc. reported another weak quarter as it continues to rely on patent litigation and licensing. The company generated no licensing revenue in Q1 2026 and posted a net loss of about $1.6 million, narrower than the $3.8 million loss a year earlier, mainly due to lower legal and professional fees and a smaller increase in contingent payment obligations.
Cash and cash equivalents were about $3.4 million at March 31, 2026, with working capital of roughly $1.7 million. Total assets were only $4.5 million against total liabilities of about $50.0 million, leaving shareholders’ deficit near $45.5 million. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern over the next year.
ParkerVision’s capital structure remains highly leveraged to future litigation outcomes. The fair value of its secured contingent payment obligation to litigation funder Brickell Key Investments was $40.1 million, with an underlying note carrying roughly $69.4 million of face value plus accrued interest. Unsecured contingent payment obligations totaled about $6.3 million. In March 2026, the company exchanged around $0.7 million of convertible notes and interest for approximately 3.3 million unregistered common shares, realizing a small loss on extinguishment.
Positive
- None.
Negative
- Going-concern doubt: Management states that recurring losses, limited cash of about $3.4 million, working capital of $1.7 million, and dependence on uncertain litigation proceeds raise substantial doubt about ParkerVision’s ability to continue as a going concern for the next 12 months.
- Heavy contingent obligations vs. tiny asset base: The secured contingent payment obligation has a fair value of $40.1 million (underlying carrying value about $69.4 million), plus $6.3 million of unsecured contingent payment obligations, against total assets of only $4.5 million.
Insights
High leverage, going-concern warning; equity highly dependent on litigation wins.
ParkerVision shows a highly stressed balance sheet. Total assets of about $4.5 million sit against liabilities near $50.0 million, producing a shareholders’ deficit of roughly $45.5 million. Large secured and unsecured contingent payment obligations tied to patent recoveries dominate the capital structure.
The secured contingent payment obligation alone has a fair value of $40.1 million, while the underlying note plus accrued interest is about $69.4 million. These amounts will be paid from future patent proceeds, but if recoveries disappoint, the note’s remaining repayment obligation can fall away, leaving the prepaid forward contract to govern future sharing.
For the quarter, net cash used in operations was about $0.9 million, reducing cash to $3.4 million. Management explicitly states there is substantial doubt about continuing as a going concern over the next year, given uncertainties around litigation timing, behavior of holders of $0.9 million of near-term convertible debt, and the need for new capital. Future litigation milestones in 2026—including appeals and trial reschedulings—will be central to any improvement in liquidity.
Key Figures
Key Terms
going concern financial
secured contingent payment obligation financial
convertible notes financial
inter partes review (IPR) regulatory
share-based compensation financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________to____________
Commission file number
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 1, 2026,
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION |
|
| Item 1. Financial Statements (Unaudited) |
2 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
21 |
| Item 4. Controls and Procedures |
21 |
| PART II - OTHER INFORMATION |
|
| Item 1. Legal Proceedings |
22 |
| Item 1A. Risk Factors |
22 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
22 |
| Item 3. Defaults Upon Senior Securities |
22 |
| Item 4. Mine Safety Disclosures |
22 |
| Item 5. Other Information |
22 |
| Item 6. Exhibits |
23 |
| SIGNATURES |
24 |
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
PARKERVISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par value data)
| March 31, 2026 | December 31, 2025 | |||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Intangible and other assets, net | ||||||||
| Total assets | $ | $ | ||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses: | ||||||||
| Salaries and wages | ||||||||
| Professional fees | ||||||||
| Other accrued expenses | ||||||||
| Related party note payable, current portion | ||||||||
| Convertible notes, current portion | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Secured contingent payment obligation | ||||||||
| Unsecured contingent payment obligations | ||||||||
| Convertible notes, net of current portion | ||||||||
| Related party note payable, net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS' DEFICIT: | ||||||||
| Common stock, $0.01 par value, 225,000 shares authorized, 147,535 and 143,156 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(in thousands, except per share data)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Licensing revenue | $ | $ | ||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross margin | ( | ) | ( | ) | ||||
| Selling, general, and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on extinguishment of debt | ( | ) | ||||||
| Change in fair value of contingent payment obligations | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income, net of tax | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per common share | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average common shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(UNAUDITED)
(in thousands)
| Common Stock Outstanding | Common Stock, Par Value | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | ||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock in debt exchange | ||||||||||||||||||||
| Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock Outstanding | Common Stock, Par Value | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock and warrants in private offerings, net of issuance costs | - | ( | ) | ( | ) | |||||||||||||||
| Issuance of common stock upon exercise of options and warrants | ||||||||||||||||||||
| Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Loss on changes in fair value of contingent payment obligations | ||||||||
| Loss on debt extinguishment | ||||||||
| Paid in kind interest expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capitalized patent costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net payments from issuance of common stock and warrants in private offerings | ( | ) | ||||||
| Net proceeds from exercise of options and warrants | ||||||||
| Principal payments on long-term debt | ( | ) | ( | ) | ||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Description of Business
ParkerVision, Inc. (“ParkerVision”, “we” or the “Company”) is in the business of innovating and licensing fundamental wireless technologies.
We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to others for use in wireless communication products. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore a primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television and other WiFi product providers, as well as semiconductor suppliers, for the infringement of a number of our RF patents. We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.
2. Liquidity and Going Concern
For the three months ended March 31, 2026, we incurred a net loss of approximately $
We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements. We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements; however, conversion and/or extension is at the option of the holder and there can be no assurance with respect to the holder's behavior. Even with the conversions or extensions of our convertible debt by the holders, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital. Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.
We expect to continue to invest in the support of our patent licensing and enforcement program. The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technology licenses to offset expenses and debt obligations. In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs. Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.
3. Basis of Presentation
The unaudited condensed consolidated financial statements for the three month period ended March 31, 2026 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or future years. All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.
The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended December 31, 2025. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these unaudited interim condensed consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). Certain reclassifications have been made to prior period amounts to conform to the current period presentation.
4. Accounting Policies
In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20) - Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether a transaction should be accounted for as an induced conversion or an extinguishment of convertible debt when changes are made to conversion features as part of an offer to settlement the instrument. We adopted ASU 2024-04 beginning January 1, 2026, however, it did not have a material impact on our unaudited condensed consolidated financial statements.
There have been no other changes in accounting policies from those stated in our 2025 Annual Report. We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.
5. Revenue
We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation from third parties that utilize or have utilized our intellectual property without a license. As a result, we may receive payments as part of a settlement or in the form of court-awarded damages for a patent infringement dispute. We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”
6. Loss per Common Share
Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each period. Diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation because their effect is anti-dilutive.
We have shares underlying outstanding options, restricted stock units ("RSUs"), warrants, and convertible notes that were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. These anti-dilutive common share equivalents at March 31, 2026 and 2025 were as follows (in thousands):
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Options outstanding | ||||||||
| Unvested RSUs | ||||||||
| Warrants outstanding | ||||||||
| Shares underlying convertible notes | ||||||||
7. Intangible and Other Assets, net
Intangible and other assets consist of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||
| Patents and copyrights | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
| $ | $ | |||||||
8. Related Party Note Payable
We have an unsecured promissory note of approximately $
9. Convertible Notes
For the three months ended March 31, 2026, convertible notes with a face value of $
Additionally, during the three months ended March 31, 2026, we entered into exchange agreements to exchange outstanding principal and accrued interest of approximately $
We recognized interest expense on our convertible debt of approximately $
Convertible notes payable at March 31, 2026 and December 31, 2025 consist of the following (in thousands):
| Principal Outstanding as of | ||||||||||||||||||
| March 31, | December 31, | |||||||||||||||||
| Description | Fixed Conversion Rate | Stated Interest Rate | Maturity Date | 2026 | 2025 | |||||||||||||
| Convertible note dated September 18, 2018 | $ | % | March 18, 2026 | $ | $ | |||||||||||||
| Convertible notes dated March 2019 | $ | % | March 13, 2026 | |||||||||||||||
| Convertible notes dated June/July 2019 | $ | % | January 15, 2026 | |||||||||||||||
| Convertible notes dated July 18, 2019 | $ | % | July 18, 2026 1 | |||||||||||||||
| Convertible notes dated January 8, 2020 | $ | % | January 8, 2027 1 | |||||||||||||||
| Convertible notes dated June-August 2022 | $ | % | June 2, 2027 to August 3, 2027 | |||||||||||||||
| Convertible note dated January 11, 2023 | $ | % | January 11, 2028 1 | |||||||||||||||
| Convertible notes dated January 13, 2023 | $ | % | January 13, 2028 | |||||||||||||||
| Total principal balance | ||||||||||||||||||
| Less current portion | ||||||||||||||||||
| $ | $ | |||||||||||||||||
1 Unless otherwise revoked by the holder within ten days of the then-stated maturity date, the maturity date of the note will automatically extend by one year, for a maximum of ten years.
10. Contingent Payment Obligations
Secured Contingent Payment Obligation
The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):
| Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Secured contingent payment obligation, beginning of period | $ | $ | ||||||
| Change in fair value | ( | ) | ||||||
| Secured contingent payment obligation, end of period | $ | $ | ||||||
Our secured contingent payment obligation consists of a secured, non-recourse note (the "Note") and a prepaid forward purchase contract (the "PPFPA") with Brickell Key Investments, LP (“Brickell”). The Note has a face value of $
We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note 11). The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved.
The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $
Unsecured Contingent Payment Obligations
The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):
| Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Unsecured contingent payment obligations, beginning of period | $ | $ | ||||||
| Change in fair value | ( | ) | ||||||
| Unsecured contingent payment obligations, end of period | $ | $ | ||||||
Our unsecured contingent payment obligations represent amounts payable to others from future patent-related proceeds including (i) a termination fee due to a litigation funder and (ii) contingent payment rights issued to accredited investors in connection with equity financings. We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved (see Note 11).
11. Fair Value Measurements
The fair values of cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses, and other current liabilities approximate their carrying values because of the short-term nature of these instruments.
Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, the estimated fair value of our convertible notes was approximately $
The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):
| Fair Value Measurements | ||||||||||||||||
| Total Fair Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| March 31, 2026: | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Secured contingent payment obligation | $ | $ | $ | $ | ||||||||||||
| Unsecured contingent payment obligations | ||||||||||||||||
| Fair Value Measurements | ||||||||||||||||
| Total Fair Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| December 31, 2025: | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Secured contingent payment obligation | $ | $ | $ | $ | ||||||||||||
| Unsecured contingent payment obligations | ||||||||||||||||
The fair values of our secured and unsecured contingent payment obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of patent-related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate. We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of
The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at March 31, 2026 and December 31, 2025, including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario.
| March 31, 2026 | ||||||||||||||||||||||||
| Secured Contingent Payment Obligation | Unsecured Contingent Payment Obligations | |||||||||||||||||||||||
| Unobservable Inputs | Low | Weighted Average | High | Low | Weighted Average | High | ||||||||||||||||||
| Estimated undiscounted cash outflows (in millions) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Duration (in years) | ||||||||||||||||||||||||
| Estimated probabilities | % | % | % | % | % | % | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| Secured Contingent Payment Obligation | Unsecured Contingent Payment Obligations | |||||||||||||||||||||||
| Unobservable Inputs | Low | Weighted Average | High | Low | Weighted Average | High | ||||||||||||||||||
| Estimated undiscounted cash outflows (in millions) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Duration (in years) | ||||||||||||||||||||||||
| Estimated probabilities | % | % | % | % | % | % | ||||||||||||||||||
We evaluate the estimates and assumptions used in determining the fair value of our contingent payment obligations each reporting period and make any adjustments prospectively based on those evaluations. Changes in any of these Level 3 inputs could result in a significantly higher or lower fair value measurement.
12. Commitments and Contingencies
Legal Proceedings
From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business. These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us at the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“PTAB”) in an attempt to invalidate certain of our patent claims. The majority of our litigation, including our PTAB proceedings, is being paid for through contingency fee arrangements with our litigation counsel as well as third-party litigation financing. In general, litigation counsel is entitled to recoup on a priority basis, from litigation proceeds, any out-of-pocket expenses incurred. Following reimbursement of out-of-pocket expenses, litigation counsel is generally entitled to a percentage of remaining proceeds based on the terms of the specific arrangement between us, counsel and our third-party litigation funder. In addition, we are currently in arbitration proceedings with a former litigation firm for disputed amounts due upon termination of that firm's engagement. We have been indemnified by our subsequent litigation firm for the costs of these proceedings.
We have a number of cases pending in the Western District of Texas. Judge Albright, the assigned district court judge in all of our cases in Texas, has announced his intent to step down from the bench at the end of summer 2026. As a result, the scheduled deadlines in each of our Texas cases may be impacted.
ParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuit
ParkerVision v. Qualcomm currently has a second appeal underway at the United States Court of Appeals for the Federal Circuit ("CAFC") with respect to this case. In September 2024, the CAFC issued its opinion on the first appeal of pre-trial rulings in this case, ruling in our favor on all issues and remanding the case back to district court. Upon reopening the case, the district court granted on reconsideration, a Qualcomm motion for a third claim construction briefing with respect to two previously undisputed claim terms that were critical to the September 2024 appellate court decision. In May 2025, following briefings by both parties, the district court issued a claim construction order adopting Qualcomm's proposed constructions for the two claim terms. This decision, in essence, precluded us, once again, from asserting our receiver claims in the case. In June 2025, we filed a Rule 54(b) motion requesting that the court enter a final judgement of noninfringement on our receiver claims, based on the court's claim construction, and sever and stay the remaining transmit claims in the case to allow us to immediately appeal the most recent claim construction order and avoid the inefficiency of potentially two separate trials. The district court granted this motion in August 2025 and we immediately filed an appeal with the CAFC. The CAFC ordered an expedited schedule and oral arguments are scheduled for June 1, 2026.
ParkerVision v. MediaTek (Western District of Texas)
We filed three patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), alleging infringement of an aggregate of ten of our patents. A jury trial for the first MediaTek action was scheduled to commence on March 20, 2026. However, on March 16, 2026 at a pretrial conference, the court postponed the trial date pending requested updates to the expert reports and related briefings. Although a new trial date has not yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by May 8, 2026, submission of MediaTek's responsive expert reports by June 5, 2026, close of expert discovery regarding the amended reports by June 19, 2026, and final deadline for all pre-trial motions of July 31, 2026.
The second MediaTek action has been stayed pending the PTAB's final written decisions on IPRs that could impact the patents in this second case. The IPR decisions are expected in May 2026. The third MediaTek action currently has a trial date scheduled for April 2027.
ParkerVision v. Realtek (Western District of Texas)
We filed two patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), alleging infringement of an aggregate of seven of our patents. One of the seven patents was dropped from the litigation in August 2024. The two Realtek cases were scheduled for trial in January 2026 and April 2026, respectively. In December 2025, the court combined the two cases into a single trial scheduled to commence April 27, 2026, and the parties agreed to narrow the combined case to an aggregate of three patents. In April 2026, as a result of the amended expert reports requested in ParkerVision v. MediaTek, the court postponed the April 27, 2026 trial date. Although a new trial date has not yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by May 21, 2026, submission of MediaTek's responsive expert reports by June 11, 2026, close of expert discovery regarding the amended reports by June 19, 2026, and final deadline for all pre-trial motions of July 27, 2026.
ParkerVision v. Texas Instruments (Western District of Texas)
We filed a patent infringement action in the Western District of Texas against Texas Instruments ("TI") in 2023, alleging infringement of three of our patents. This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case (see Texas Instruments and NXP v. ParkerVision (PTAB) below).
ParkerVision v. NXP Semiconductors (Western District of Texas)
We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in 2023, alleging infringement of three of our patents. This case was stayed in 2025 pending the PTAB's final written decision on IPRs for the three patents in this case (see Texas Instruments and NXP v. ParkerVision (PTAB) below).
MediaTek v. ParkerVision (PTAB)
MediaTek filed a petition for IPR in May 2024 against one of the patents asserted in the second MediaTek infringement action. The PTAB instituted this IPR in November 2024 and the PTAB is expected to issue its decision in May 2026. In October 2024, MediaTek filed a third petition for IPR against one of the patents asserted in the third MediaTek action. The PTAB' instituted this IPR in March 2025 and on March 31, 2026, the PTAB issued its decision, ruling that the challenged claims in this petition were unpatentable. We have until June 1, 2026 to appeal the PTAB decision to the CAFC.
Texas Instruments and NXP v. ParkerVision (PTAB)
Texas Instruments filed three petitions for IPR in May 2024 against each of the patents asserted in the TI action. All three IPRs were instituted by the PTAB in November 2024 and in December 2024, the PTAB granted a motion by NXP to join two of the IPRS that for patents asserted against NXP. In November 2025, the PTAB issued its final written decision in one of the IPRs filed by TI, deeming our challenged patent claims to be unpatentable. We filed a request for review of this decision by the U.S. Patent and Trademark Office director and that request was denied in March 2026. We have until May 24, 2026 to appeal this PTAB decision to the CAFC. The PTAB extended its deadlines with respect to the two joint TI/NXP IPRs until May 2026.
In addition to the actions discussed above, we have additional patent infringement actions against Qualcomm, Apple, Inc., LG, LG Electronics, and TCL that have been stayed pending the outcomes of other active cases. We also have an ongoing arbitration with the law firm of Goldberg Segalla, LLP over Goldberg claims for contingency fees, disbursements and other advances. There have been no material changes to these outstanding legal proceedings during the quarter ended March 31, 2026.
13. Stock Authorization and Issuance
Stock Issuances
Debt Exchange
On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes that had a fixed conversion price of $
Shelf Registration and Registered Direct Offerings
In May 2025, we filed a shelf registration statement ("Shelf") for the offering of various securities, up to $
Common Stock Warrants
During the three months ended March 31, 2026,
14. Share-Based Compensation
There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our 2025 Annual Report.
On January 22, 2026, our compensation committee approved grants, under our 2019 Long-term Incentive Plan (the "2019 Plan"), of nonqualified performance-based stock options to the CEO, CFO, and a key employee for the purchase of an aggregate of
The compensation committee also approved grants, under the 2019 Plan, of nonqualified time-based stock options to key employees, including our CFO, for the purchase of up to
For the three months ended March 31, 2026 and 2025, we recognized share-based compensation expense of approximately $
15. Segment Information
Our operations constitute a single reportable segment, focused on licensing our innovative, fundamental wireless technologies, often through patent infringement actions. All revenues, operating expenses, and assets attributable to this segment are reflected in the unaudited condensed consolidated financial statements. Our Chief Executive Officer and Chief Financial Officer, collectively, are considered to be the chief operating decision maker ("CODM"). The CODM uses consolidated net losses, along with consideration of certain significant cash and noncash expense categories, to assess performance by comparing to and monitoring against budget and prior year results. This information is used to manage resources and invest in key strategic priorities.
Segment information for the three months ended March 31, 2026 and 2025 is as follows (in thousands):
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Licensing gross margin | $ | ( | ) | $ | ( | ) | ||
| Interest income | ||||||||
| Cash expenses: | ||||||||
| Personnel related expenses | ||||||||
| Litigation & legal expenses | ||||||||
| Third-party consulting expenses | ||||||||
| Patent maintenance expenses | ||||||||
| Non-cash expenses: | ||||||||
| Share-based compensation | ||||||||
| In-kind interest expense | ||||||||
| Loss on debt extinguishment | ||||||||
| Change in fair value of contingent payment obligations | ||||||||
| Other segment items 1 | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
1 Other segment items primarily include costs incurred for insurance, shareholder and public relations, audit and other professional fees, outsourced information technology services, and employee travel.
Our segment assets represent our total assets as presented on the unaudited condensed consolidated balance sheets at March 31, 2026 and December 31, 2025.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
We believe that it is important to communicate our future expectations to our shareholders and to the public. This Quarterly Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item. When used in this Quarterly Report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.” Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and in this Item 2 of Part I of this Quarterly Report. Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future. We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.
Corporate Website
We announce investor information, including news and commentary about our business, financial performance and related matters, SEC filings, notices of investor events, and our press and earnings releases, in the investor relations section of our website (http://parkervision.com/investors). Investors and others can receive notifications of new information posted in the investor relations section in real time by signing up for email alerts and/or RSS feeds. Further corporate governance information, including our governance guidelines, board of directors (“Board”) committee charters, and code of conduct, is also available in the investor relations section of our website under the heading “Leadership and Governance.” The content of our website is not incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Overview
We have invented and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to third parties for use in wireless communication products. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television, and other WiFi product providers, as well as semiconductor suppliers, for the infringement of several of our RF patents. We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.
Recent Events
Legal Proceedings
On April 21, 2026, the Court of Appeals for the Federal Circuit ("CAFC") has scheduled oral arguments for June 1, 2026 in our expedited appeal of the district court decision in ParkerVision v. Qualcomm.
The patent infringement trials against MediaTek and Realtek, scheduled to commence in March 2026 and April 2026, respectively, were postponed by the district court pending updates to the expert reports and related briefings. The parties have submitted proposed amended scheduling orders to the court that include submission of our revised expert reports in May 2026, submission of the defendants' responsive expert reports in June 2026, and final deadlines for all pre-trial motions by the end of July 2026. The revised trial dates are yet to be determined, and the district court judge assigned to these cases has recently announced his intent to step down at the end of summer 2026. We do not yet know the impact of the district court judge's retirement on the case schedules for our cases pending in the Western District of Texas.
See Note 12 to our unaudited condensed consolidated financial statements for a complete update on our legal proceedings.
Debt Exchange
On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes. Pursuant to the agreements, the holders agreed to exchange the outstanding principal amount of the notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for shares of our common stock at an exchange price of $0.21 per share. In connection with the exchanges we issued an aggregate of 3,277,099 shares of common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.
Liquidity and Capital Resources
We used cash for operations of approximately $0.9 million and $1.8 for the three months ended March 31, 2026 and 2025, respectively. The decrease in cash used for operations from 2025 to 2026 is primarily due to accrued bonuses paid in and increases in legal, accounting and other third-party professional fees for services during the three months ended March 31, 2025.
At March 31, 2026, we had cash and cash equivalents of approximately $3.4 million and an accumulated deficit of $457.2 million. Our working capital at March 31, 2026, was $1.7 million, a decrease of approximately $0.5 million from working capital at December 31, 2025. Our current liabilities at March 31, 2026 include $0.9 million in convertible debt that matures over the next twelve months if not extended by one year at the holder's option in accordance with the terms of the note. The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict. Furthermore, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements. These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these unaudited condensed consolidated financial statements.
Our convertible notes have conversion prices that are below the market price of our common stock as of March 31, 2026. We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements; however, conversion and/or extension is at the option of the holders and there can be no assurance with respect to the holders' behavior. Even with the anticipated conversions or extensions of our convertible debt, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital. Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing. We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.
We expect to continue to invest in the support of our patent licensing and enforcement program. The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technologies and/or products to offset expenses and debt obligations. In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs. Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Revenue and Cost of Sales
We reported no licensing revenue for the three months ended March 31, 2026 and 2025. Cost of sales for the three months ended March 31, 2026 and 2025 consists of amortization expense related to the patents covered under license agreements. Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt, and there can be no assurance that we will achieve our anticipated results.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses consist primarily of personnel and related costs, including share-based compensation, outside professional fees for business consulting, legal and accounting services, litigation fees and expenses, and costs incurred for insurance.
Our selling, general and administrative expenses decreased by $0.3 million, or 22.9%, during the three months ended March 31, 2026 when compared to the same period in 2025. This is primarily the result of a $0.3 million decrease in outside professional fees, including litigation related costs.
The decrease in outside professional fees for the three months ended March 31, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs related to our cert petition filed with the Supreme Court in 2025.
Change in Fair Value of Contingent Payment Obligations
We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs. We estimated the fair value of our secured and unsecured contingent payment obligations using a probability-weighted income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate. Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value. Generally, changes in fair value are a result of changes in estimated amounts and timing of projected future cash flows due to increases in funded amounts, passage of time, and changes in the probabilities based on the status of the funded actions.
For the three months ended March 31, 2026 and 2025, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.4 million and $2.5 million, respectively. The changes in fair value for the three months ended March 31, 2026 and 2025 were primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, increases in accrued interest on our secured contingent payment obligation, and changes in the risk-free rates of return used in the calculation of present value.
Off-Balance Sheet Transactions, Arrangements and Other Relationships
As of March 31, 2026, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 3.1 years. These warrants have an estimated grant date fair value of $1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.
Critical Accounting Policies
There have been no changes in accounting policies from those stated in our 2025 Annual Report. We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
Reference is made to the section entitled “Legal Proceedings” in Note 12 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of current legal proceedings, which discussion is incorporated herein by reference.
ITEM 1A. Risk Factors.
There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report. In addition to the information in this Quarterly Report, the risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds, Issuer Purchases of Equity Securities.
On March 13, 2026, we issued an aggregate of 3,277,099 shares of our common stock to certain holders of our convertible promissory notes in exchange for the cancellation of their outstanding notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.
The shares of common stock issued in the exchange were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. The shares were issued solely to existing holders of the notes and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Mine Safety Disclosures.
Not applicable.
ITEM 5. Other Information.
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. Exhibits.
| Exhibit Number |
Description of Exhibit |
|
| 31.1 |
Section 302 Certification of Jeffrey L. Parker, CEO * |
|
| 31.2 |
Section 302 Certification of Cynthia L. French, CFO * |
|
| 32.1 |
Section 906 Certification ** |
|
| 101.INS |
Inline XBRL Instance Document* |
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema* |
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase* |
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase* |
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase* |
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase* |
|
| 104 |
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set |
* Filed herewith
** Furnished herewith
SIGNATURES
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, thereunto duly authorized.
| ParkerVision, Inc. |
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| Registrant |
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| May 7, 2026 |
By: |
/s/Jeffrey L. Parker |
|
| Jeffrey L. Parker |
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| Chairman and Chief Executive Officer |
|||
| (Principal Executive Officer) |
|||
| May 7, 2026 | By: |
/s/Cynthia L. French |
|
| Cynthia L. French |
|||
| Chief Financial Officer |
|||
| (Principal Financial Officer and Principal |
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| Accounting Officer) |
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