Filed pursuant to Rule 424(b)(3)
Registration No. 333-237762
PROSPECTUS SUPPLEMENT No. 77
(to Prospectus dated April 28, 2020)
PARKERVISION, INC.
16,809,295 Shares of Common Stock
This Prospectus Supplement relates to the prospectus dated April 28, 2020, 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 16,809,295 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) up to 4,961,538 shares of Common Stock issuable upon conversion of, and for the payment of interest from time to time at our option, for a convertible promissory note dated September 13, 2019 which has a fixed conversion price of $0.10 per share and convertible promissory notes dated January 8, 2020 which have a fixed conversion price of $0.13 per share (the “Notes”), (ii) an aggregate of 3,907,331 shares of Common Stock issued pursuant to securities purchase agreements dated January 9, 2020, January 15, 2020, March 5, 2020 and March 19, 2020, (iii) an aggregate of 2,740,426 shares of Common Stock issued as payment for services and repayment of short-term loans and other accounts payable, including interest, (iv) up to 5,000,000 shares of Common Stock issuable upon exercise of a five-year warrant with an exercise price of $0.74 per share, subject to adjustment and issued pursuant to a warrant agreement with Aspire Capital Fund LLC (“Aspire”) and (v) up to 200,000 shares of Common stock issuable upon exercise of a three-year warrant with an exercise price of $1.00 per share, subject to adjustment and issued pursuant to a warrant agreement with Tailwinds Research Group LLC (“Tailwinds”).
We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the Aspire and Tailwinds warrants are exercised for cash, we will receive up to an aggregate of $3,900,000 in gross proceeds. We expect to use proceeds received from the exercise of the Aspire and Tailwinds warrants, if any, for general working capital and 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 September 28, 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 this 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 is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is September 28, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 25, 2026
PARKERVISION, INC.
(Exact Name of Registrant as Specified in Charter)
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Florida
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000-22904
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59-2971472
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida
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32207
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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None
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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 5.07 - Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 25, 2026. The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was July 29, 2026. At the close of business on that date, the Company had 148,226,874 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Two 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 August 11, 2026. The final voting results were as follows:
Proposal 1
The Company’s shareholders elected the following Class I Director to serve for a term expiring at the 2029 annual meeting. The voting results are set forth below.
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Votes For
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Votes Against
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Votes Withheld
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Broker Non-Vote
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Jeffrey L. Parker
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21,862,556
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0
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837,457
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71,479,395
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The Company's shareholders also elected the following Class II Director to serve for the remaining Class II term expiring at the 2027 annual meeting.
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Votes For
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Votes Against
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Votes Withheld
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Broker Non-Vote
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Anthony B. Bowers
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22,063,764
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0
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636,249
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71,479,395
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Proposal 2
The Company’s shareholders ratified the selection of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results are set forth below.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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93,703,944
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51,229
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424,235
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N/A
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
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Description
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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.
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Dated: September 28, 2026
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PARKERVISION, INC.
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By /s/ Cynthia French
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Cynthia French
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Chief Financial Officer
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