[8-K] PARKERVISION INC Reports Material Event

Rhea-AI Filing Summary

ParkerVision, Inc. (PRKR) reported that on November 24, 2025 it 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. The shares were issued under the company’s existing shelf registration statement on Form S-3 and a prospectus supplement containing the final terms of the offering.

The company conducted this transaction directly, engaging no underwriters, placement agents, brokers, or finders and paying no commissions or fees, so the full purchase price goes to ParkerVision. The company also disclosed that it issued a press release announcing the closing of the transaction, which is included as an exhibit.

Insights

Equity capital markets analyst

ParkerVision raises $3.46M gross via a direct registered equity sale.

ParkerVision completed a registered offering of 16,481,579 shares of common stock to accredited investors for total proceeds of $3,461,132. The shares were issued off an existing Form S-3 shelf with final terms detailed in a prospectus supplement filed on November 24, 2025. This indicates the company used a streamlined process to access public capital markets.

The transaction was executed without underwriters, placement agents, brokers, or finders, and the company states it paid no commissions or fees. That means the gross purchase price and the cash inflow to ParkerVision are the same figure, with no offering discounts or transaction fees disclosed in this excerpt. Actual dilution depends on the company’s total shares outstanding, which is not detailed here.

The company also announced the closing of the transaction via a press release filed as an exhibit, emphasizing that the deal is complete rather than pending. Subsequent periodic reports may give more context on how this $3,461,132 in equity capital affects liquidity, funding needs, and future operating plans.

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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 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 equity transaction did ParkerVision (PRKR) report on November 24, 2025?

ParkerVision reported that it completed an offering and sale of 16,481,579 shares of its common stock to accredited investors on November 24, 2025.

How much cash did ParkerVision receive in the November 2025 stock sale?

ParkerVision received an aggregate purchase price of $3,461,132 for the 16,481,579 shares of common stock sold to accredited investors.

Was the ParkerVision November 2025 stock offering under a shelf registration?

Yes. The shares were issued under ParkerVision’s shelf registration statement on Form S-3 (File No. 333-287427) and a related prospectus supplement.

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

No. ParkerVision states it did not engage any underwriters, placement agents, brokers, or finders and paid no commissions or fees for this transaction.

How did ParkerVision announce the closing of the November 2025 equity offering?

ParkerVision issued a press release announcing the closing of the transaction, which is filed as Exhibit 99.1 and incorporated by reference.

What SEC form did ParkerVision use to disclose the November 2025 equity sale?

ParkerVision disclosed the transaction in a Form 8-K under the Other Events section, dated November 24, 2025.