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

Rhea-AI Filing Summary

ParkerVision, Inc. has an effective prospectus supplement that permits the resale by existing stockholders of up to 18,014,164 shares of common stock. These consist of up to 5,457,583 shares issuable under Tranche 1 convertible notes at a fixed conversion price of $0.10 per share, up to 10,131,581 shares issuable under Tranche 2 convertible notes at a fixed conversion price of $0.08 per share, 625,000 shares issued for services under the Fisher Consulting Agreement, and up to 1,800,000 shares issuable upon exercise of the Park Consulting Warrant with a $0.10 exercise price.

The company will not receive proceeds from resale of these shares by selling stockholders, but could receive up to $180,000 in gross proceeds if the Park Consulting Warrant is 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 under its Form S-3 shelf registration statement, with no commissions or fees paid.

Insights

Capital markets analyst

ParkerVision records $3.46M primary raise alongside larger resale shelf.

ParkerVision has an existing resale registration covering up to 18,014,164 shares tied to previously issued convertible notes, consulting stock, and a warrant. The company itself does not receive cash when these registered resale shares are sold by the holders, other than potential proceeds of up to $180,000 if the Park Consulting Warrant is exercised for cash.

In a separate primary transaction on November 24, 2025, the company completed the sale of 16,481,579 common shares to accredited investors for aggregate proceeds of $3,461,132, using its Form S-3 shelf registration. No underwriters, placement agents, brokers, or finders were engaged, and no commissions or fees were paid, so the gross amount is effectively available to the company before its own expenses.

The primary raise adds new equity capital, while the resale registration mainly provides liquidity pathways for existing holders of the notes, consulting shares, and the warrant. Future company disclosures may detail how the new cash is applied to working capital or other corporate purposes.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-233390

PROSPECTUS SUPPLEMENT No. 75

(to Prospectus dated September 11, 2019)

PARKERVISION, INC.

18,014,164 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated September 11, 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 18,014,164 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) up to 5,457,583 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 dated June 7, 2019 through July 15, 2019 which have a fixed conversion price of $0.10 per share (the “Tranche 1 Notes”), (ii) up to 10,131,581 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 dated July 18, 2019 which have a fixed conversion price of $0.08 per share (the “Tranche 2 Notes”), (iii) up to 625,000 shares of Common Stock issued as payment for services in conjunction with a consulting agreement dated June 7, 2019 (the “Fisher Consulting Agreement”) and (iv) up to 1,800,000 shares of Common Stock issuable upon exercise of a five-year warrant with an exercise price of $0.10 per share, subject to adjustment and issued as payment for services in conjunction with a consulting agreement dated July 22, 2019 (the “Park Consulting Warrant”).

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the Park Consulting Warrant is exercised for cash, we will receive up to an aggregate of $180,000 in gross proceeds. We expect to use proceeds received from the exercise of the Park Consulting Warrant, 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 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

How many ParkerVision (PRKR) shares are registered for resale under this prospectus supplement?

The prospectus supplement covers the potential resale of up to 18,014,164 shares of ParkerVision common stock by selling stockholders, tied to convertible notes, consulting stock, and a warrant.

What securities make up the 18,014,164 ParkerVision (PRKR) resale shares?

The 18,014,164 shares include up to 5,457,583 shares from Tranche 1 convertible notes at a fixed conversion price of $0.10, up to 10,131,581 shares from Tranche 2 convertible notes at $0.08, 625,000 shares issued for services under the Fisher Consulting Agreement, and up to 1,800,000 shares from the Park Consulting Warrant at a $0.10 exercise price.

Does ParkerVision receive any proceeds from the resale of the 18,014,164 registered shares?

ParkerVision will not receive proceeds from the sale of the registered shares by the selling stockholders. It may receive up to $180,000 in gross proceeds only if the Park Consulting Warrant is exercised for cash.

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

On November 24, 2025, ParkerVision completed the offering and sale of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, under its Form S-3 shelf registration statement.

Were there any underwriting or placement fees in ParkerVision’s November 24, 2025 stock offering?

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

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

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