[424B3] PARKERVISION INC Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

ParkerVision, Inc. is registering for resale up to 1,578,946 shares of common stock under a prospectus supplement that also incorporates a recent equity financing update. The registered amount includes 1,052,631 outstanding shares of common stock and 526,315 shares issuable upon exercise of warrants issued under a December 14, 2021 securities purchase agreement. The company will not receive any proceeds from resale of these shares, but could receive up to $526,315 in gross proceeds if the warrants are exercised for cash, which it plans to use for general working capital, including litigation expenses. Separately, ParkerVision completed a primary offering of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, conducted off its shelf registration statement without underwriters or fees.

Insights

Equity Capital Markets Analyst

ParkerVision updates a resale prospectus while disclosing a completed $3.46M primary equity raise.

ParkerVision has an existing resale registration covering up to 1,578,946 shares of common stock, including 526,315 shares issuable from warrants tied to a December 2021 financing. The company will not receive cash from stockholder resales but could receive up to $526,315 if those warrants are exercised for cash, earmarked for working capital and litigation expenses.

In addition, the company completed a new primary offering of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, using its Form S-3 shelf. No underwriters or placement agents were engaged, and no commissions or fees were paid, so the gross amount is effectively also the cash inflow. Subsequent filings may provide more detail on how this added capital interacts with ongoing litigation and operating needs.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-262147

PROSPECTUS SUPPLEMENT No. 49

(to Prospectus dated January 24, 2022)

PARKERVISION, INC.

1,578,946 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated January 24, 2022, as amended and supplemented from time to time (the “Prospectus”), which permits the resale by the selling stockholder listed in the Prospectus of up to 1,578,946 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of an aggregate of 1,052,631 shares of Common Stock and 526,315 shares of Common Stock underlying warrants (“Warrants”) issued pursuant to a securities purchase agreement dated December 14, 2021.

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholder. To the extent the Warrants are exercised for cash, we will receive up to an aggregate of $526,315 in gross proceeds.  We expect to use the proceeds received from the exercise of the Warrants, if any, for general working capital purposes, including payment of litigation expenses.

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 November 24, 2025.  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 5 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 November 25, 2025.

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): November 24, 2025

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 November 24, 2025, ParkerVision, Inc. (the “Company”) completed the offering and sale of 16,481,579 shares of its common stock, par value $0.01 per share (“Common Stock”), to accredited investors (the "Investors") for an aggregate purchase price of $3,461,132. 

The shares were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-287427) and the prospectus supplement to be filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2025, which contains the final terms of the offering.

The Company did not engage any underwriters, placement agents, brokers, or finders in connection with the transaction and paid no commissions or fees.

A copy of the Subscription Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2025.

On November 24, 2025, the Company issued a press release announcing the closing of the transaction.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release issued by ParkerVision on November 24, 2025
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: November 24, 2025

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer

FAQ

What does ParkerVision (PRKR) register in this prospectus supplement?

The prospectus supplement covers the resale by a selling stockholder of up to 1,578,946 shares of ParkerVision common stock, including 1,052,631 existing shares and 526,315 shares issuable upon exercise of warrants from a December 14, 2021 agreement.

Does ParkerVision receive proceeds from the resale of the 1,578,946 PRKR shares?

ParkerVision will not receive any proceeds from the resale of the 1,578,946 shares by the selling stockholder. It will only receive cash if the associated warrants are exercised for cash.

How much could ParkerVision receive if all related warrants are exercised?

If all 526,315 warrants are exercised for cash, ParkerVision may receive up to $526,315 in gross proceeds, which it expects to use for general working capital, including payment of litigation expenses.

What new equity financing did ParkerVision complete on November 24, 2025?

On November 24, 2025, ParkerVision completed an offering and sale of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132 under its Form S-3 shelf registration statement.

Were underwriters or fees involved in ParkerVision’s recent 16,481,579 share offering?

No. ParkerVision did not engage any underwriters, placement agents, brokers, or finders and paid no commissions or fees in connection with the 16,481,579 share transaction.

How is this prospectus supplement linked to ParkerVision’s Form 8-K?

The supplement updates and supplements the existing prospectus with information from ParkerVision’s Form 8-K filed on November 24, 2025, which describes the completed 16,481,579 share offering. The Form 8-K is attached to the supplement.

Where is ParkerVision’s common stock traded and under what symbol?

ParkerVision’s common stock is listed on the OTCQB Venture Market under the ticker symbol "PRKR".