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

Rhea-AI Filing Summary

ParkerVision, Inc. updated its April 2020 resale prospectus to cover up to 16,809,295 shares of common stock that may be sold from time to time by existing stockholders. These shares include stock already issued, shares issuable from convertible notes, and up to 5,200,000 shares underlying warrants held by Aspire Capital and Tailwinds. The company will not receive proceeds from stockholder resales, but could receive up to $3,900,000 if the Aspire and Tailwinds warrants are exercised for cash.

Separately, ParkerVision completed a registered offering of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, using its shelf registration statement. The company did not use underwriters or pay commissions in this transaction, and disclosed the closing and related agreements through its Form 8-K and attached exhibits.

Insights

Equity Capital Markets Analyst

ParkerVision raises $3.46M in equity while updating a resale prospectus.

ParkerVision completed a primary offering of $3,461,132 by selling 16,481,579 shares of common stock to accredited investors under its shelf registration. No underwriters or placement agents were used, so the company reports paying no commissions or fees, which means the full gross amount contributes to its liquidity position.

In parallel, the company refreshed a resale prospectus that permits selling stockholders to resell up to 16,809,295 shares, including shares from prior issuances, convertible notes, and warrants. ParkerVision does not receive proceeds from these resales, but it could collect up to $3,900,000 if the Aspire and Tailwinds warrants are exercised for cash as described. Actual effects on trading and ownership will depend on when and how holders choose to sell or exercise.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-237762

PROSPECTUS SUPPLEMENT No. 69

(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 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 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 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

How many ParkerVision (PRKR) shares are covered by this resale prospectus supplement?

The prospectus supplement covers up to 16,809,295 shares of ParkerVision common stock that may be resold by the selling stockholders listed in the underlying prospectus.

What recent stock offering did ParkerVision (PRKR) complete and how much was raised?

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, using its shelf registration statement.

Does ParkerVision receive cash from the resale of the 16,809,295 registered shares?

ParkerVision will not receive proceeds from selling stockholder resales of the 16,809,295 registered shares, but it may receive up to $3,900,000 if the Aspire and Tailwinds warrants are exercised for cash.

What securities underlie the Aspire Capital and Tailwinds warrants mentioned by ParkerVision?

The registration covers up to 5,000,000 shares of common stock issuable upon exercise of a five-year warrant held by Aspire Capital and up to 200,000 shares issuable upon exercise of a three-year warrant held by Tailwinds.

On which market is ParkerVision (PRKR) common stock listed?

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

Were there any underwriting fees or commissions on ParkerVision’s recent $3.46 million stock sale?

No. ParkerVision states that it did not engage underwriters, placement agents, brokers, or finders for the $3,461,132 offering and paid no commissions or fees.

How is the new Form 8-K related to ParkerVision’s prospectus supplement?

The prospectus supplement incorporates and attaches ParkerVision’s Form 8-K dated November 24, 2025, which reports the completion of the 16,481,579-share offering and related press release and subscription agreement exhibit.