12.8M shares registered; PRKR supplement details note-to-equity exchanges (PRKR)

Rhea-AI Filing Summary

ParkerVision, Inc. registered 12,800,000 shares of Common Stock by prospectus supplement dated March 13, 2026.

The supplement states the 12,800,000 shares consist of up to 7,800,000 shares issuable upon conversion of convertible promissory notes and 5,000,000 shares issuable upon exercise of a five-year warrant. The company will not receive proceeds from selling stockholders; if the warrant is exercised for cash, the company would receive up to $800,000 to fund patent enforcement and working capital.

Separately, the company entered into exchange agreements dated March 13, 2026 to cancel convertible notes: the company issued 3,277,099 shares at an exchange price of $0.21 per share in exchange for cancellation of notes with aggregate principal of $675,000 plus approximately $13,200 of accrued interest.

Insights

Securities Attorney

Prospectus supplement updates resale registration and documents note-for-equity exchanges.

The supplement registers 12,800,000 shares for resale by selling stockholders, specifying 7,800,000 shares tied to convertible notes and 5,000,000 tied to a warrant. It states proceeds from selling holders accrue to those holders; warrant cash exercises would generate up to $800,000 for the issuer.

The company relied on Section 3(a)(9) for note exchanges executed on March 13, 2026, issuing 3,277,099 shares to cancel $675,000 principal and ~$13,200 interest. Cash‑flow treatment for resale is holder receipts; warrant exercise proceeds go to the company.

Corporate Finance Analyst

Note-for-equity exchange modestly increases share count; warrant proceeds limited to $800,000.

The exchanges converted $675,000 of notes into 3,277,099 shares at $0.21 per share, extinguishing those notes. This transaction increases outstanding common shares by the issued amount; the prospectus supplement separately registers up to 12,800,000 shares for resale by holders.

Operational impact depends on selling stockholder activity and whether the warrant is exercised for cash. Timing and seller decisions are not disclosed; subsequent filings would show resale volumes and any warrant exercises.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 83

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

12,800,000 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 12,800,000 shares of our common stock, par value $0.01 per share (“Common Stock”), consisting of (i) up to 7,800,000 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 and (ii) 5,000,000 shares of Common Stock issuable upon the exercise of a five-year warrant. 

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the warrant is exercised for cash, we will receive up to an aggregate of $800,000 in gross proceeds. We expect to use proceeds received from the exercise of the warrant, 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 March 13, 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 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 March 13, 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): March 13, 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 1.01              Entry into a Material Definitive Agreement.

On March 13, 2026, ParkerVision, Inc., a Florida corporation (the “Company”) entered into  exchange agreements (each an "Exchange Agreement" and collectively, the "Exchange Agreements") with certain holders (the "Holders") of the Company's outstanding convertible promissory notes (the "Exchange Notes").

Pursuant to the Exchange Agreements,  the Holders agreed to exchange the outstanding principal amount of the Exchange Notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at an exchange price of $0.21 per share (the “Exchange Price”).

The exchanges were effected pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), which provides an exemption from registration for securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

In connection with the exchanges, the Company issued an aggregate of 3,277,099 shares of Common Stock to the Holders in exchange for the cancellation of Exchange Notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.

Upon completion of the exchanges, the Exchange Notes surrendered by the Holders were cancelled and extinguished and are no longer outstanding.

The Exchange Agreements contain customary representations and warranties of the parties and provide that the Exchange Shares are being issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act.  The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02              Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On March 13, 2026, the Company issued an aggregate of 3,277,099 shares of its Common Stock to the Holders in exchange for the cancellation of Exchange 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 exchanges (the “Exchange Shares”) were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. The Exchange Shares were issued solely to existing holders of the Exchange Notes and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchanges.

 Item 9.01              Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1*	Form of Exchange Agreement, dated March 13, 2026, between ParkerVision, Inc. and the noteholders party thereto *
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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: March 13, 2026

PARKERVISION, INC.

By: /s/ Cynthia French

Cynthia French

Chief Financial Officer

FAQ

What does the prospectus supplement register for ParkerVision (PRKR)?

It registers 12,800,000 shares of Common Stock for resale. The supplement breaks this into 7,800,000 shares linked to convertible note conversions and 5,000,000 shares tied to a five-year warrant.

Will ParkerVision receive proceeds from the registered share sales?

No, the company states it will not receive proceeds from sales by the selling stockholders. The company would receive up to $800,000 only if the warrant is exercised for cash.

What were the terms of the note-for-equity exchanges disclosed on March 13, 2026?

The company issued 3,277,099 shares at an exchange price of $0.21 per share to cancel notes with $675,000 principal plus ~$13,200 interest, relying on Section 3(a)(9) exemption.

How will ParkerVision use proceeds if the warrant is exercised for cash?

Proceeds from any cash exercise, up to $800,000, are expected to be used for patent enforcement actions and for working capital and general corporate purposes, per the supplement.

Does the prospectus supplement change prior prospectus statements?

Yes, any statement in the prior prospectus is modified or superseded to the extent inconsistent with the information in this March 13, 2026 prospectus supplement; the prospectus must be read together with the supplement.