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

Rhea-AI Filing Summary

ParkerVision, Inc. has a prospectus supplement allowing the selling shareholders to resell up to 16,638,353 shares of common stock issuable upon conversion and interest payments on certain 2022 convertible notes with a fixed conversion price of $0.13 per share. The supplement incorporates a new Form 8-K that reports a separate capital raise completed on November 24, 2025.

In that transaction, the company sold 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, using its effective shelf registration statement on Form S-3. No underwriters, placement agents, brokers, or finders were involved, so no commissions or fees were paid. A subscription agreement and a press release describing the closing are filed as exhibits.

Insights

Equity capital markets analyst

ParkerVision reports a shelf takedown raising $3.46M with no fees.

ParkerVision completed an issuance of 16,481,579 common shares to accredited investors for gross proceeds of $3,461,132, using its existing Form S-3 shelf registration. Because no underwriters or placement agents were engaged, the company states that it paid no commissions or fees, meaning the gross amount is effectively also the pre-expense cash inflow.

The prospectus supplement itself primarily updates an existing resale registration for up to 16,638,353 shares tied to earlier convertible notes at a fixed conversion price of $0.13 per share. That resale registration concerns selling shareholders rather than new primary capital. The completed primary offering instead delivers new cash to ParkerVision, while the resale component provides a registered path for note-related share sales by existing holders.

Future company disclosures may clarify how the $3,461,132 is deployed and how the combined issuance and resale capacity relates to total shares outstanding as of the relevant dates, which are not detailed in this excerpt.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-266777

PROSPECTUS SUPPLEMENT No. 42

(to Prospectus dated August 22, 2022)

PARKERVISION, INC.

16,638,353 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated August 22, 2022, as amended and supplemented from time to time (the “Prospectus”), which permits the resale by the selling shareholders listed in the Prospectus of up to 16,638,353 shares of our common stock, par value $0.01 per share (“Common Stock”) issuable upon conversion of, and for the payment of interest from time to time at our option for convertible promissory notes dated between May 10, 2022 and August 3, 2022 with a fixed conversion price of $0.13 per share.

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.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 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

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

The prospectus supplement relates to the resale by selling shareholders of up to 16,638,353 shares of ParkerVision common stock, issuable upon conversion of, and as interest paid on, certain 2022 convertible promissory notes with a fixed conversion price of $0.13 per share.

What new capital did ParkerVision (PRKR) raise in the November 24, 2025 transaction?

On November 24, 2025, ParkerVision sold 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, providing new cash to the company.

Was the ParkerVision (PRKR) stock offering underwritten or subject to fees?

ParkerVision states that it did not engage any underwriters, placement agents, brokers, or finders in connection with the 16,481,579-share offering and therefore paid no commissions or fees on that transaction.

Under which registration statement did ParkerVision (PRKR) issue the 16,481,579 shares?

The 16,481,579 shares of common stock were issued pursuant to ParkerVision’s shelf registration statement on Form S-3 (File No. 333-287427) and a related prospectus supplement that contains the final terms of the offering.

How is the Form 8-K related to ParkerVision (PRKR)'s prospectus supplement No. 42?

The prospectus supplement is being filed to update and supplement the existing prospectus by incorporating information from ParkerVision’s Form 8-K filed on November 24, 2025, including details of the completed 16,481,579-share offering.

What are the key risks mentioned for investing in ParkerVision (PRKR) securities?

The document notes that investing in ParkerVision’s securities involves a high degree of risk and directs readers to the “Risk Factors” section beginning on page 5 of the related prospectus for more detail.