[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 by existing stockholders of up to 17,189,660 shares of common stock. These shares include stock and warrants from a 2016 private placement, shares issued and issuable under a 2018 PIPE agreement with Aspire Capital, and shares issuable upon conversion of 2018 convertible notes. The company will not receive proceeds from stockholder resales, but could receive up to $700,000 from cash exercises of a 2016 warrant and up to $1,763,500 from sales of common stock or warrant exercises under the Aspire Capital agreement.

Separately, ParkerVision completed a registered direct offering of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132, using its Form S-3 shelf registration. No underwriters, placement agents, brokers, or finders were involved and no commissions or fees were paid.

Insights

Equity Capital Markets Analyst

ParkerVision records $3.46M equity raise alongside existing resale shelf.

ParkerVision completed an offering of 16,481,579 shares of common stock to accredited investors for an aggregate purchase price of $3,461,132. This transaction was conducted off the company’s Form S-3 shelf, with final terms described in a prospectus supplement referenced in the disclosure. The absence of underwriters or placement agents means the full gross proceeds accrue to the company without offering commissions.

In parallel, the prospectus supplement maintains a resale framework for up to 17,189,660 shares previously registered for selling stockholders, tied to earlier private placements, a PIPE agreement with Aspire Capital, and convertible notes. The company states that it will not receive proceeds from stockholder resales, though it may receive up to $700,000 from cash exercises of a 2016 warrant and up to $1,763,500 related to the Aspire Capital agreement. Actual capital inflows beyond the completed $3,461,132 depend on future investor warrant exercises and Aspire-related transactions.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 81

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

17,189,660 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 17,189,660 shares of our common stock, par value $0.01 per share (“Common Stock”) including:

(i) an aggregate of 1,273,540 shares of our Common Stock, consisting of 923,540 shares of Common Stock sold by us in a private placement consummated on July 6, 2016 and up to 350,000 shares of Common Stock issuable upon exercise of a warrant sold by us on May 27, 2016, with an exercise price of $2.00 per share and a term of five years (“2016 Warrant”); such shares were previously registered on Form S-3 which was declared effective on August 2, 2016 (File No. 333-212670) (the “Resale Registration Statement”);

(ii) up to 10,000,000 shares of Common Stock by Aspire Capital Fund, LLC (“Aspire Capital”) issued and issuable by us in accordance with a securities purchase agreement dated July 26, 2018 (“PIPE Agreement”); such shares were previously registered pursuant to the registrant’s registration statement on Form S-1 along with a pre-effective amendment, which was declared effective on September 10, 2018 (File No. 333-226738) (the “Aspire Resale Registration Statement”); and

(iii) an aggregate of 5,916,120 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 issued September 10, 2018, which have a fixed conversion price of $0.40 per share (“First 2018 Notes”) and a convertible promissory note issued September 19, 2018, which has a fixed conversion price of $0.57 per share (“Second 2018 Note” and together with the First 2018 Notes, the “2018 Notes”); such shares were previously registered pursuant to the registrant’s registration statement on Form S-1 which was declared effective on November 13, 2018 (File No. 333-228184) (the “Conversion Share Resale Registration Statement”).

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the 2016 Warrant is exercised for cash, we will receive up to an aggregate of $700,000 in gross proceeds. Additionally, we may receive up to an additional $1,763,500 in proceeds from the sale of our Common Stock or the exercise of warrants issued to Aspire Capital under the PIPE Agreement. We expect to use proceeds received from the exercise of warrants, 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 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

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

The prospectus supplement relates to the resale by selling stockholders of up to 17,189,660 shares of ParkerVision common stock. These shares arise from a 2016 private placement and warrant, a 2018 PIPE agreement with Aspire Capital Fund, LLC, and shares issuable upon conversion of 2018 convertible promissory notes.

Will ParkerVision (PRKR) receive any proceeds from the resale of the 17,189,660 shares?

ParkerVision states that it will not receive proceeds from the sale of common stock by the selling stockholders. However, it may receive up to $700,000 if the 2016 warrant is exercised for cash and up to an additional $1,763,500 from sales of common stock or warrant exercises under the Aspire Capital PIPE agreement.

How much 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. The shares were issued under the company’s Form S-3 shelf registration statement.

Did ParkerVision use underwriters or pay fees in the November 2025 share offering?

ParkerVision reports that it did not engage underwriters, placement agents, brokers, or finders in connection with the November 24, 2025 transaction and paid no commissions or fees on the offering.

What is the purpose of the November 2025 prospectus supplement for PRKR?

The prospectus supplement updates and supplements the existing April 19, 2019 prospectus by including information from ParkerVision’s Current Report on Form 8-K filed on November 24, 2025. The Form 8-K describes the completion of the registered offering of 16,481,579 common shares for $3,461,132.

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

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