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

Rhea-AI Filing Summary

ParkerVision, Inc. has filed a prospectus supplement covering the resale of up to 13,342,953 shares of common stock by selling stockholders. These shares include 7,962,722 shares issued under prior securities purchase agreements, 3,230,942 shares plus 1,619,289 warrant shares from March 29, 2021 agreements, and 530,000 shares issued as payment for services. The company will not receive proceeds from resales, but could receive up to $2,833,756 in gross proceeds if the related warrants are exercised for cash, which it expects to use for working capital and litigation expenses.

The supplement also attaches a Form 8-K describing a completed offering of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, conducted off the company’s shelf registration statement. No underwriters, placement agents, brokers, or finders were used, and no commissions or fees were paid in connection with this primary offering.

Insights

Equity Capital Markets Analyst

ParkerVision updates a resale shelf while closing a $3.46M primary equity raise with no fees.

The prospectus supplement keeps current a resale registration for up to 13,342,953 shares of common stock held or issuable to existing investors and service providers. The company itself does not receive cash from these resale transactions, but the warrants included in the registration could bring in up to $2,833,756 if exercised for cash, earmarked for working capital and litigation expenses.

Separately, the attached Form 8-K reports a completed primary issuance of 16,481,579 shares of common stock to accredited investors for total proceeds of $3,461,132. The shares were sold off an effective shelf registration and related prospectus supplement, and the company paid no underwriter or placement fees, so gross and net proceeds appear aligned in the excerpt.

From an investor perspective, this combination increases share count while adding cash to the balance sheet. The net effect on valuation depends on how efficiently the new capital and any future warrant exercise proceeds, if realized, are deployed relative to the dilution implied by the additional shares.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-255217

PROSPECTUS SUPPLEMENT No. 54

(to Prospectus dated April 26, 2021)

PARKERVISION, INC.

13,342,953 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated April 26, 2021, 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 13,342,953 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) an aggregate of 7,962,722 shares of Common Stock issued pursuant to securities purchase agreements dated October 5, 2020, November 17, 2020, December 11, 2020, December 21, 2020 and January 5, 2021, (ii) an aggregate of 3,230,942 shares of Common Stock and 1,619,289 shares of Common Stock underlying warrants (“Warrants”) issued pursuant to securities purchase agreements dated March 29, 2021, (iii) 530,000 shares of Common Stock issued as payment for services.

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the Warrants are exercised for cash, we will receive up to an aggregate of $2,833,756 in gross proceeds.  We expect to use the proceeds received from the exercise of the Warrants, if any, for general working capital purposes, including payment of litigation expenses.

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 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

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

The prospectus supplement covers the resale by selling stockholders of up to 13,342,953 shares of ParkerVision common stock.

What types of ParkerVision (PRKR) securities make up the 13,342,953 registered resale shares?

The 13,342,953 shares consist of 7,962,722 shares issued under 2020–2021 purchase agreements, 3,230,942 shares plus 1,619,289 shares underlying warrants from March 29, 2021 agreements, and 530,000 shares issued as payment for services.

Does ParkerVision receive any proceeds from the resale of the registered shares?

ParkerVision will not receive proceeds from the resale of the registered shares by selling stockholders, but could receive up to $2,833,756 in gross proceeds if the related warrants are exercised for cash.

What did ParkerVision raise in its November 24, 2025 common stock offering?

On November 24, 2025, 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.

Were underwriters or brokers involved in ParkerVisions November 2025 equity offering?

No underwriters, placement agents, brokers, or finders were engaged for the November 24, 2025 offering, and ParkerVision paid no commissions or fees on that transaction.

On what registration statement was ParkerVisions November 24, 2025 offering based?

The November 24, 2025 offering was conducted under ParkerVisions Form S-3 shelf registration statement, file number 333-287427, and a related prospectus supplement containing the final terms.