STOCK TITAN

ParkerVision (PRKR) prospectus supplement registers 17.19M shares; board change

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

ParkerVision, Inc. filed a prospectus supplement registering 17,189,660 shares of Common Stock for resale by selling stockholders pursuant to prior registration statements.

The supplement confirms the company will not receive proceeds from resales, although it may receive proceeds from certain warrant exercises (up to $700,000 and up to $1,763,500 related to Aspire Capital arrangements). The supplement also furnishes a Form 8-K reporting a director resignation and appointment.

Positive

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Insights

Resale registration updates preserve previously disclosed resale capacity and clarifies potential issuer proceeds from warrant exercises.

The supplement restates a resale registration covering 17,189,660 shares, composed of multiple prior registrations and convertible note conversion shares. It reiterates that resales by selling stockholders will not generate proceeds for the issuer.

Proceeds may arise only if specified warrants are exercised for cash—the filing quantifies potential exercise proceeds as $700,000 and up to $1,763,500. Timing and likelihood of exercises are not stated.

Board succession disclosed: one director retired; a new independent director was appointed.

The Form 8-K reports the resignation of Mr. Lewis Titterton and appointment of Anthony Bowers to the Board and to Audit and Compensation Committees. Compensation and indemnification will follow the company’s standard non-employee director arrangements.

Disclosure states the resignation was due to retirement and not disagreement; no related-party transactions or Item 404 disclosures were reported.

Registered shares 17,189,660 shares Prospectus Supplement dated May 21, 2026
Potential proceeds from 2016 Warrant $700,000 if 2016 Warrant exercised for cash
Potential proceeds from Aspire-related instruments $1,763,500 from sale of Common Stock or exercise of warrants issued to Aspire Capital under the PIPE Agreement
Aspire Capital allocation 10,000,000 shares issued and issuable under the PIPE Agreement
Conversion shares from 2018 Notes 5,916,120 shares issuable upon conversion of the 2018 Notes
Previously registered private placement shares 1,273,540 shares shares sold in a private placement on July 6, 2016 and related warrant issuances
Prospectus Supplement regulatory
"This Prospectus Supplement relates to the prospectus dated April 19, 2019"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
PIPE Agreement financial
"issued and issuable by us in accordance with a securities purchase agreement dated July 26, 2018"
convertible promissory notes financial
"convertible promissory notes issued September 10, 2018"
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.
2016 Warrant financial
"a warrant sold by us on May 27, 2016, with an exercise price of $2.00 per share"
Resale Registration Statement regulatory
"previously registered on Form S-3 which was declared effective on August 2, 2016"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

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

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FAQ

What does ParkerVision's prospectus supplement register (PRKR)?

It registers 17,189,660 shares of Common Stock for resale by selling stockholders under prior registration statements. The supplement aggregates amounts previously registered under separate filings and conversion mechanics tied to issued notes and warrants.

Will ParkerVision receive proceeds from the registered resales?

The company states it will not receive proceeds from resales by the selling stockholders. It may only receive proceeds if certain warrants are exercised for cash, which the filing quantifies for specific instruments.

How much cash could ParkerVision receive from warrant exercises disclosed?

The supplement quantifies potential cash proceeds of up to $700,000 from the 2016 Warrant and up to $1,763,500 from warrants or shares associated with Aspire Capital under the PIPE Agreement, if those instruments are exercised.

What board changes did ParkerVision disclose on Form 8-K?

The Form 8-K reports the retirement resignation of director Lewis Titterton and the unanimous appointment of Anthony Bowers to the Board, including membership on the Audit and Compensation Committees and standard non-employee director compensation.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

 

PROSPECTUS SUPPLEMENT No. 87

(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 May 21, 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 May 21, 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): May 15, 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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 15, 2026, Mr. Lewis Titterton resigned from the Board of Directors (the “Board”) of ParkerVision, Inc. (the "Company"), and from the Audit and Compensation Committees on which he served.  Mr. Titterton’s resignation was due to retirement and not due to any disagreement with the Company or any matter relating to the Company's operations, policies or practices. 

 

On May 19, 2026, the Board unanimously appointed Anthony Bowers to fill the director vacancy created by Mr. Titterton’s resignation.  Mr. Bowers was also appointed to the Audit and Compensation Committees of the Board.

 

Mr. Bowers, age 69, has served as Director of Corporate Sales at Intro-act, LLC since 2017.  Prior to joining Intro-act, LLC, Mr. Bowers held positions in corporate and institutional sales, including leadership roles at OTR Global and Goldman Sachs.  Mr. Bowers holds an MBA in Accounting and Finance from the Wharton School and a bachelor's degree in economics from Amherst College. 

 

There are no arrangements or understandings between Mr. Bowers and any other persons pursuant to which he was selected as a director.  There are no transactions involving Mr. Bowers requiring disclosure under Item 404(a) of Regulation S-K.

 

Mr. Bowers will receive the Company's standard non-employee director compensation arrangements.  The Company entered into its standard indemnification agreement with Mr. Bowers.

 

The Company issued a press release announcing the resignation of Mr. Titterton and the appointment of Mr. Bowers, a copy of which is furnished herewith as Exhibit 99.1.

 

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit

Description

99.1 Press Release dated May 21, 2026
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: May 21, 2026

   
   

PARKERVISION, INC.

     
   

By /s/ Cynthia French

   

Cynthia French

   

Chief Financial Officer