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

Rhea-AI Filing Summary

ParkerVision, Inc. has filed a prospectus supplement that continues to permit the resale by selling stockholders of up to 12,800,000 shares of common stock previously registered under its shelf program. These shares consist of up to 7,800,000 shares issuable upon conversion of, or payment of interest on, convertible promissory notes and 5,000,000 shares issuable upon exercise of a five-year warrant.

The company will not receive proceeds from resale of these shares, but could receive up to $800,000 in gross proceeds if the warrant is exercised for cash, which it expects to use for patent enforcement, working capital, and general corporate purposes. The attached Form 8-K discloses that ParkerVision also completed a separate registered offering of 16,481,579 common shares to accredited investors for an aggregate purchase price of $3,461,132, with no commissions or fees paid.

Insights

Equity capital markets analyst

ParkerVision updates a resale shelf and discloses a $3.46M stock sale.

ParkerVision maintains an existing resale registration for up to 12,800,000 common shares tied to convertible notes and a warrant. These shares are held by selling stockholders, so their sales would not bring new cash to the company, except if the 5,000,000-share warrant is exercised for cash, which could provide up to $800,000 for patent enforcement and general purposes.

Separately, the company completed a primary issuance of 16,481,579 common shares to accredited investors for an aggregate purchase price of $3,461,132. The shares were issued off an effective Form S-3 shelf using a prospectus supplement that sets the final terms, and no underwriters or placement agents were used, so no commissions or fees were paid.

This combination of a completed equity sale and an ongoing resale registration illustrates concurrent capital-raising and liquidity provisions. Future company filings and trading activity will reflect how these registered shares and newly issued shares affect the shareholder base over time.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 81

(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 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 ParkerVisions latest 424B3 prospectus supplement for PRKR cover?

The prospectus supplement updates a prior prospectus that permits the resale by selling stockholders of up to 12,800,000 shares of ParkerVision common stock tied to convertible notes and a warrant.

How are the 12,800,000 PRKR shares allocated between notes and warrants?

The 12,800,000 registered resale shares consist of up to 7,800,000 shares issuable from convertible promissory notes and 5,000,000 shares issuable upon exercise of a five-year warrant.

Will ParkerVision receive cash from the resale of the 12,800,000 registered PRKR shares?

ParkerVision will not receive proceeds from selling stockholder resales, but it may receive up to $800,000 in gross proceeds if the warrant for 5,000,000 shares is exercised for cash.

How does ParkerVision plan to use any cash proceeds from the warrant exercise?

The company expects to use any cash proceeds from the warrant exercise to fund its patent enforcement actions and for working capital and general corporate purposes.

What equity financing did ParkerVision disclose in the attached Form 8-K?

The Form 8-K reports that on November 24, 2025, ParkerVision completed an offering and sale of 16,481,579 common shares to accredited investors for an aggregate purchase price of $3,461,132 with no commissions or fees paid.

Under what registration statement were the 16,481,579 new PRKR shares issued?

Those 16,481,579 shares were issued under ParkerVisions shelf registration statement on Form S-3 (File No. 333-287427) and a related prospectus supplement containing the final terms.