ParkerVision (PRKR) cancels $675,000 in notes by issuing 3.28M shares

Rhea-AI Filing Summary

ParkerVision, Inc. entered into exchange agreements with certain holders of its convertible promissory notes. The holders agreed to swap the notes’ outstanding principal and accrued interest for common stock at an exchange price of $0.21 per share under a Section 3(a)(9) registration exemption.

The company issued 3,277,099 shares of common stock to these holders in exchange for the cancellation of notes with an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200. The exchanged notes were cancelled and are no longer outstanding, reducing this portion of ParkerVision’s debt.

Insights

Capital structure analyst

ParkerVision cancels $675,000 of notes by issuing 3.28M shares.

ParkerVision exchanged outstanding convertible promissory notes and related interest for equity, issuing 3,277,099 common shares at $0.21 per share. This non-cash transaction uses a Section 3(a)(9) exemption, so no commissions or cash proceeds are involved.

The exchange eliminates notes with $675,000 of principal and about $13,200 of accrued interest, modestly delevering the balance sheet while increasing the share count. Actual impact on existing holders depends on the company’s total shares outstanding and future capital needs, which are not detailed in this excerpt.

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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): March 13, 2026

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 March 13, 2026, ParkerVision, Inc., a Florida corporation (the “Company”) entered into  exchange agreements (each an "Exchange Agreement" and collectively, the "Exchange Agreements") with certain holders (the "Holders") of the Company's outstanding convertible promissory notes (the "Exchange Notes").

Pursuant to the Exchange Agreements,  the Holders agreed to exchange the outstanding principal amount of the Exchange Notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at an exchange price of $0.21 per share (the “Exchange Price”).

The exchanges were effected pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), which provides an exemption from registration for securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

In connection with the exchanges, the Company issued an aggregate of 3,277,099 shares of Common Stock to the Holders in exchange for the cancellation of Exchange Notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.

Upon completion of the exchanges, the Exchange Notes surrendered by the Holders were cancelled and extinguished and are no longer outstanding.

The Exchange Agreements contain customary representations and warranties of the parties and provide that the Exchange Shares are being issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act.  The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02              Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On March 13, 2026, the Company issued an aggregate of 3,277,099 shares of its Common Stock to the Holders in exchange for the cancellation of Exchange Notes having an aggregate outstanding principal amount of  $675,000 and accrued and unpaid interest of approximately $13,200.

The shares of Common Stock issued in the exchanges (the “Exchange Shares”) were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. The Exchange Shares were issued solely to existing holders of the Exchange Notes and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchanges.

 Item 9.01              Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1*	Form of Exchange Agreement, dated March 13, 2026, between ParkerVision, Inc. and the noteholders party thereto *
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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: March 13, 2026

PARKERVISION, INC.

By: /s/ Cynthia French

Cynthia French

Chief Financial Officer

FAQ

What did ParkerVision (PRKR) announce regarding its convertible notes?

ParkerVision entered exchange agreements with certain holders of its outstanding convertible promissory notes. The holders agreed to swap their notes and accrued interest for shares of ParkerVision common stock, cancelling those notes and removing this debt from the company’s balance sheet.

How many ParkerVision (PRKR) shares were issued in the exchange?

ParkerVision issued 3,277,099 shares of its common stock in the exchange. These shares were delivered to existing noteholders in return for cancelling their convertible promissory notes and related accrued and unpaid interest outstanding through the closing date of the exchange.

What amount of ParkerVision (PRKR) debt was cancelled in this transaction?

The exchange cancelled convertible promissory notes with an aggregate outstanding principal amount of $675,000. In addition, approximately $13,200 in accrued and unpaid interest was included, so both principal and accrued interest were eliminated when the notes were surrendered and extinguished.

At what price were ParkerVision (PRKR) shares exchanged for the notes?

The exchange price was set at $0.21 per share of ParkerVision common stock. This price determined how many shares each participating noteholder received in return for their outstanding principal and accrued interest under the Exchange Agreements executed on March 13, 2026.

Was the ParkerVision (PRKR) exchange registered with the SEC?

The exchange relied on the exemption from registration in Section 3(a)(9) of the Securities Act. Shares were issued only to existing holders of the exchange notes, and no commission or other remuneration was paid or given for soliciting participation in the exchanges.

Who signed the ParkerVision (PRKR) report related to the exchange?

The report documenting the exchange agreements and share issuance was signed on behalf of ParkerVision by Cynthia French. She signed in her capacity as Chief Financial Officer, indicating executive-level authorization for the disclosed capital structure transaction.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 40.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.1 KB