ParkerVision keeps up to 17.2M shares eligible for resale

ParkerVision states that resales themselves produce no proceeds for the company, while certain warrant or Aspire Capital transactions may generate proceeds.

Rhea-AI Filing Summary

ParkerVision, Inc. (PRKR) continues to permit selling stockholders to resell up to 17,189,660 shares of common stock under its April 19, 2019 prospectus. This supplement updates that prospectus with an October 1, 2026 Form 8-K; ParkerVision says its Form 424B3 updates maintain previously filed registration statements and do not involve issuance of new securities.

The resale amount includes 1,273,540 shares from a 2016 private placement and warrant, including up to 350,000 warrant shares at an exercise price of $2 per share; up to 10,000,000 shares issued or issuable to Aspire Capital under a 2018 agreement; and 5,916,120 shares issuable upon conversion of, or for interest on, 2018 notes with fixed conversion prices of $0.40 and $0.57 per share. ParkerVision says it receives no proceeds from selling-stockholder sales, but could receive up to $700,000 gross from cash exercise of the 2016 Warrant and may receive up to an additional $1,763,500 from common-stock sales or exercise of Aspire Capital warrants. The Form 8-K reports that the Federal Circuit issued an order in the expedited appeal of ParkerVision’s patent infringement case against Qualcomm.

Key Figures

Shares covered for resale: Up to 17,189,660 shares Aspire Capital shares: Up to 10,000,000 shares 2018 note shares: 5,916,120 shares +5 more

8 metrics

Shares covered for resale Up to 17,189,660 shares Common stock

Aspire Capital shares Up to 10,000,000 shares Issued or issuable under the 2018 PIPE Agreement

2018 note shares 5,916,120 shares Issuable upon conversion of, or for interest on, the 2018 notes

2016 Warrant shares Up to 350,000 shares Issuable upon exercise of the 2016 Warrant

2016 Warrant exercise price $2 per share 2016 Warrant

2018 note fixed conversion prices $0.40 per share and $0.57 per share First 2018 Notes and Second 2018 Note, respectively

Potential gross proceeds Up to $700,000 If the 2016 Warrant is exercised for cash

Potential additional proceeds Up to $1,763,500 From common-stock sales or exercise of warrants issued to Aspire Capital

Key Terms

selling stockholders, convertible promissory notes, fixed conversion price, exercise price, +1 more

5 terms

selling stockholders financial

"resale by the selling stockholders"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

convertible promissory notes financial

"shares issuable upon conversion of ... convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

fixed conversion price financial

"which have a fixed conversion price of $0.40 per share"

exercise price financial

"with an exercise price of $2.00 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

gross proceeds financial

"up to an aggregate of $700,000 in gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

Offering Details

secondary · Up to 17,189,660 shares

Offering

Offering Type secondary

Securities Offered Common stock

Offering Amount Up to 17,189,660 shares

Use of Proceeds ParkerVision will not receive proceeds from selling-stockholder sales. It could receive up to $700,000 in gross proceeds if the 2016 Warrant is exercised for cash and may receive up to an additional $1,763,500 from common-stock sales or exercise of warrants issued to Aspire Capital.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PRKR shares can selling stockholders resell?

The prospectus permits selling stockholders to resell up to 17,189,660 shares of common stock. This includes 1,273,540 shares from a 2016 private placement and warrant, up to 10,000,000 shares issued or issuable to Aspire Capital under a 2018 agreement, and 5,916,120 shares issuable upon conversion of, or for interest on, 2018 notes.

Does ParkerVision receive proceeds from PRKR selling-stockholder resales?

No; ParkerVision says it will not receive proceeds from selling-stockholder sales. It could receive up to $700,000 in gross proceeds if the 2016 Warrant is exercised for cash, and may receive up to an additional $1,763,500 from common-stock sales or exercise of warrants issued to Aspire Capital.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 06:03 PM Accepted by SEC EDGAR 10/01/2026 - 04:02 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 90

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

17,189,660 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated April 19, 2019, as amended and supplemented from time to time (the “Prospectus”) which permits the resale by the selling stockholders listed in the Prospectus of up to 17,189,660 shares of our common stock, par value $0.01 per share (“Common Stock”) including:

(i) an aggregate of 1,273,540 shares of our Common Stock, consisting of 923,540 shares of Common Stock sold by us in a private placement consummated on July 6, 2016 and up to 350,000 shares of Common Stock issuable upon exercise of a warrant sold by us on May 27, 2016, with an exercise price of $2.00 per share and a term of five years (“2016 Warrant”); such shares were previously registered on Form S-3 which was declared effective on August 2, 2016 (File No. 333-212670) (the “Resale Registration Statement”);

(ii) up to 10,000,000 shares of Common Stock by Aspire Capital Fund, LLC (“Aspire Capital”) issued and issuable by us in accordance with a securities purchase agreement dated July 26, 2018 (“PIPE Agreement”); such shares were previously registered pursuant to the registrant’s registration statement on Form S-1 along with a pre-effective amendment, which was declared effective on September 10, 2018 (File No. 333-226738) (the “Aspire Resale Registration Statement”); and

(iii) an aggregate of 5,916,120 shares of common stock issuable upon conversion of, and for the payment of interest from time to time at our option for, convertible promissory notes issued September 10, 2018, which have a fixed conversion price of $0.40 per share (“First 2018 Notes”) and a convertible promissory note issued September 19, 2018, which has a fixed conversion price of $0.57 per share (“Second 2018 Note” and together with the First 2018 Notes, the “2018 Notes”); such shares were previously registered pursuant to the registrant’s registration statement on Form S-1 which was declared effective on November 13, 2018 (File No. 333-228184) (the “Conversion Share Resale Registration Statement”).

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the 2016 Warrant is exercised for cash, we will receive up to an aggregate of $700,000 in gross proceeds. Additionally, we may receive up to an additional $1,763,500 in proceeds from the sale of our Common Stock or the exercise of warrants issued to Aspire Capital under the PIPE Agreement. We expect to use proceeds received from the exercise of warrants, if any, to fund our patent enforcement actions and for other working capital and general corporate purposes.

This Prospectus Supplement is being filed to update and supplement the information previously included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2026.  Accordingly, we have attached the 8-K to this prospectus supplement.  You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement.  Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

Our Common Stock is listed on the OTCQB Venture Capital Market under the ticker symbol “PRKR.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC nor any such authority has approved or disapproved these securities or determined whether this Prospectus or Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is October 1, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2026

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-22904	59-2971472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida	32207
(Address of Principal Executive Offices)	(Zip Code)

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

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 is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 8.01 Other Events

On October 1, 2026,  ParkerVision, Inc. (the “Company”) issued a press release announcing that the Court of Appeals for the Federal Circuit issued its order in the expedited appeal of the Company's patent infringement case against Qualcomm.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

The Company will file prospectus supplements on Form 424B3 to update previously filed S-1 registration statements to maintain their effectiveness.  These Form 424B3 filings typically follow the filing of the Company's periodic reports with the SEC, including Forms 8-K, and do not involve the issuance of any new securities by the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release
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 1, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer