[8-K] PARKERVISION INC Reports Material Event

Rhea-AI Filing Summary

ParkerVision, Inc. entered into a subscription agreement for 4,761,905 shares of its common stock with director Lewis H. Titterton, Jr. for a total of $1,000,000. The shares are priced at $0.21 per share, matching the last reported sale price of the stock on the OTCQB Venture Market on November 14, 2025. The transaction is being conducted directly by the company without an underwriter, under an existing Form S-3 shelf registration. Because the buyer is a board member, the deal was reviewed and approved by disinterested directors under Florida corporate law, with closing expected on or before November 18, 2025.

Insights

Equity Capital Markets Analyst

ParkerVision raises $1M via an at-market registered share sale to a director.

ParkerVision is raising $1,000,000 by issuing 4,761,905 registered common shares at $0.21 per share, matching the last reported OTCQB trading price on November 14, 2025. The transaction uses the company’s effective Form S-3 shelf registration and is executed directly, without an underwriter or placement agent.

The sole investor is director Lewis H. Titterton, Jr., which indicates insider participation in the financing. Because the investor sits on the board, disinterested directors reviewed and approved the transaction in line with Section 607.0832 of the Florida Business Corporation Act, and a legal opinion from Graubard Miller addresses the validity of the issued securities.

The share issuance provides additional equity capital but also adds to the share count, which can dilute existing holders. Closing is expected on or prior to November 18, 2025, after which subsequent company filings can give more detail on any longer-term effects of this financing.

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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 14, 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 1.01              Entry into a Material Definitive Agreement.

On November 14, 2025, ParkerVision, Inc. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with Lewis H. Titterton, Jr., a director of the Company (the “Investor”), pursuant to which the Investor agreed to purchase 4,761,905 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for an aggregate purchase price of $1,000,000.  The $0.21 purchase price per share equals the last reported sale price of the Company’s Common Stock on the OTCQB Venture Market on November 14, 2025.  The closing of the transaction is expected to occur on or prior to November 18, 2025.  The offering was made by the Company directly to the Investor, without an underwriter or placement agent.

The offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-287427), which was filed with the Securities and Exchange Commission (“SEC”) on April 25, 2025 and declared effective by the SEC on May 28, 2025, and will be described in more detail in a prospectus supplement to be filed with the SEC.

Because the Investor is a member of the Company’s board of directors, the transaction was reviewed and approved by the disinterested members of the Company’s board of directors in accordance with Section 607.0832 of the Florida Business Corporation Act.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.  A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
5.1	Opinion of Graubard Miller
10.1	Subscription Agreement dated November 14, 2025, between ParkerVision, Inc. and Lewis H. Titterton, Jr.
23.1	Consent of Graubard Miller (included as part of Exhibit 5.1)
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 17, 2025

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer

FAQ

What did ParkerVision (PRKR) announce in this 8-K filing?

ParkerVision (PRKR) announced that it entered into a subscription agreement with director Lewis H. Titterton, Jr. for the sale of 4,761,905 common shares for an aggregate purchase price of $1,000,000.

At what price is ParkerVision (PRKR) issuing the new shares?

The new common shares are being issued at $0.21 per share, which equals the last reported sale price of ParkerVision’s common stock on the OTCQB Venture Market on November 14, 2025.

Who is buying the newly issued ParkerVision (PRKR) shares?

The buyer is Lewis H. Titterton, Jr., a director of ParkerVision, under a subscription agreement dated November 14, 2025.

How is the ParkerVision (PRKR) share offering being conducted?

The offering is being made directly by ParkerVision to the director, without an underwriter or placement agent, and relies on the company’s existing Form S-3 shelf registration statement (Registration No. 333-287427).

When is the ParkerVision (PRKR) financing expected to close?

The closing of the transaction is expected to occur on or prior to November 18, 2025, following the subscription agreement signed on November 14, 2025.

How did ParkerVision handle the conflict of interest with a director as investor?

Because the investor is a board member, the transaction was reviewed and approved by the disinterested members of the board in accordance with Section 607.0832 of the Florida Business Corporation Act.

What exhibits were filed with this ParkerVision (PRKR) 8-K?

The filing includes an opinion of Graubard Miller (Exhibit 5.1), the subscription agreement dated November 14, 2025 (Exhibit 10.1), a consent of Graubard Miller (Exhibit 23.1), and the cover page interactive data file (Exhibit 104).