PARKERVISION INC 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, “disclosure controls and procedures” are controls and other procedures that are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosures. Our management, with the participation of our chief executive officer and our chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on such evaluation, our chief executive officer and our chief financial officer have concluded that as of December 31, 2024, our disclosure controls and procedures were effective. 56 Table of Contents Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, “internal control over financial reporting’’ is defined as a process designed by, or under the supervision of, our chief executive officer and our chief financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect our transactions and our dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting; provide reasonable assurance that receipts and expenditures of the Company are made only in accordance with authorizations of management and directors; and provide reasonable assurance regarding the prevention or the timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management, with the participation of our chief executive officer and our chief financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Insider Trading Arrangements During the three months ended December 31, 2024, none of our directors or officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement, as such terms are defined in Item 408 (a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 57 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors Our Board is divided into three classes with only one class of directors typically being elected in each year and each class serving a three-year term. Our current directors, including their backgrounds and qualifications are as follows: Name Age Position with the Company Sanford M. Litvack 88 Class I Director, Audit Committee Member, Compensation Committee Member Jeffrey L. Parker 68 Class I Director, Chairman of the Board and Chief Executive Officer Paul A. Rosenbaum 82 Class III Director, Audit Committee Chair, Compensation Committee Member Robert G. Sterne 73 Class III Director Lewis H. Titterton 80 Class II Director, Audit Committee Member, Compensation Committee Chair Sanford M. Litvack Sanford "Sandy" Litvack has been a director of ours and a member of our audit committee since October 2022 and was appointed to our compensation committee in April 2023. Mr. Litvack is a partner with Chaffetz Lindsey LLP and has a broad corporate litigation background, handling a wide array of complex matters, including patent and other intellectual property issues. Mr. Litvack served as Assistant Attorney General in charge of the Antitrust Division of the Department of Justice and was selected by President George W. Bush to serve as a member of the Antitrust Modernization Commission. In addition to his courtroom experience, Mr. Litvack spent a decade at the Walt Disney Company holding various roles from general counsel to chief of corporate operations and vice chairman of the board of directors. He is also a former director of Hewlett Packard. From October 2022 through its acquisition in February 2024, Mr. Litvack served on the board of directors for L Catterton Asia Acquisition Corp., a special purpose acquisition company. Mr. Litvack's corporate and legal background provides relevant insight into patent litigation and other legal strategies as well as the operations of, and risks associated with, a publicly-held corporation. Jeffrey L. Parker Jeffrey Parker has been the Chairman of our Board and our Chief Executive Officer since our inception in August 1989 and was our president from April 1993 to June 1998. From March 1983 to August 1989, Mr. Parker served as executive vice president for Parker Electronics, Inc., a joint venture partner with Carrier Corporation performing research, development, manufacturing, and sales and marketing for the heating, ventilation and air conditioning industry. Mr. Parker is a named inventor on 31 U.S. patents. Among other qualifications, as Chief Executive Officer, Mr. Parker has relevant insight into our operations, our industry, and related risks as well as experience bringing disruptive technologies to market. 58 Table of Contents Paul A. Rosenbaum Paul A. Rosenbaum has been a director of ours since December 2016, a member of our audit committee since September 2018, and a member of our compensation committee since April 2023. Mr. Rosenbaum has extensive experience as a director and executive officer for both public and private companies in a number of industries. Since 1994, Mr. Rosenbaum has served as chief executive of SWR Corporation, a privately-held corporation that designs, sells, and markets specialty industrial chemicals. Since 2009, Mr. Rosenbaum has been a member of the Providence St. Vincent Medical Foundation Council of Trustees, and previously served as president of the Council. In addition, from September 2000 until June 2009, Mr. Rosenbaum served as chairman and chief executive officer of Rentrak Corporation (“Rentrak”), a Nasdaq publicly traded company that provides transactional media measurement and analytical services to the entertainment and media industry. From June 2009 until July 2011, Mr. Rosenbaum served in a non-executive capacity as chairman of Rentrak. From 2007 until 2016, Mr. Rosenbaum served on the Board of Commissioners for the Port of Portland, including as vice chairman from 2012 to 2016. In September 2017, Mr. Rosenbaum was appointed to the Board of Commissioners for the Oregon Liquor Control Commission and served as chairman through January of 2023. Mr. Rosenbaum was chief partner in the Rosenbaum Law Center from 1978 to 2000 and served in the Michigan Legislature from 1972 to 1978, during which time he chaired the Michigan House Judiciary Committee, was legal counsel to the Speaker of the House of the state of Michigan and wrote and sponsored the Michigan Administrative Procedures Act. Additionally, Mr. Rosenbaum served on the National Conference of Commissioners on Uniform State Laws, as vice chairman of the Criminal Justice and Consumer Affairs Committee of the National Conference of State Legislatures, and on a committee of the Michigan Supreme Court responsible for reviewing local court rules. Among other qualifications, Mr. Rosenbaum has extensive experience as a director and executive officer of a publicly held corporation and has relevant insights into operations and our litigation strategies. Robert G. Sterne Robert Sterne has been a director of ours since September 2006 and also served as a director of ours from February 2000 to June 2003. Since 1978, Mr. Sterne has been a partner of the law firm of Sterne, Kessler, Goldstein & Fox PLLC, specializing in patent and other intellectual property law. Mr. Sterne provides legal services to us as one of our patent and intellectual property attorneys. Mr. Sterne has co-authored numerous publications related to patent litigation strategies. He has received multiple awards for contributions to intellectual property law including Law 360’s 2016 Top 25 Icons of IP and the Financial Times 2015 Top 10 Legal Innovators in North America. Among other qualifications, Mr. Sterne has an in-depth knowledge of our intellectual property portfolio and patent strategies and is considered a leader in best practices and board responsibilities concerning intellectual property. Lewis H. Titterton Lewis Titterton was appointed to our Board in June 2023 and has been a member of our audit and compensation committees since November 2023. He previously served on our Board, and was a member of our audit committee, from September 2018 to April 2019 when he resigned due to family medical reasons. Mr. Titterton has served on the board of directors of Anixa Biosciences, a Nasdaq biotech company, since July 2017, including as lead independent director since July 2018 and chairman of the board from 2012 to 2016. His background is in high technology with an emphasis on health care and he was the chairman of the board of directors of NYMED, Inc., a diversified health services company, from 1989 until October 2018. Mr. Titterton founded MedE America, Inc. in 1986 and was the chief executive officer of Management and Planning Services, Inc. from 1978 to 1986. He holds an MBA from the State University of New York at Albany, and a B.A. degree from Cornell University. Mr. Titterton has extensive experience as an executive and director of a publicly held corporation and, with a background in biotech, has an in-depth understanding of the unique challenges that parallel those of an innovative technology company. 59 Table of Contents Information About Our Executive Officers Our current executive officers are as follows: Name Age Position with the Company Jeffrey Parker 68 Chairman of the Board and Chief Executive Officer (“CEO”) Cynthia French 58 Chief Financial Officer and Corporate Secretary (“CFO”) The background for Mr. Jeffrey Parker is included above under the heading “Directors”. Cynthia French (formerly Poehlman) Cynthia French has been our chief financial officer since June 2004 and our corporate secretary since August 2007. From March 1994 to June 2004, Ms. French was our controller and our chief accounting officer. Ms. French has been a certified public accountant in the state of Florida since 1989. Family Relationships There are no family relationships among our officers or directors. Code of Ethics The Board has adopted a code of ethics applicable to all of our directors, officers and employees, including our chief executive officer and our chief financial and accounting officer, that is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in reports that we file or submit to the SEC and in our other public communications, compliance with applicable government laws, rules and regulations, prompt internal reporting of violations of the code to an appropriate person designated in the code and accountability for adherence to the code. A copy of the code of ethics may be found on our website at www.parkervision.com. Shareholder Nominations There have been no material changes to the procedures by which security holders may recommend nominees to our Board. Audit Committee and Financial Expert Our audit committee is chaired by Mr. Rosenbaum and Messrs. Litvack and Titterton serve as members of the audit committee. Our audit committee is governed by a Board-approved charter which, among other things, establishes the audit committee’s membership requirements and its powers and responsibilities. Our Board has determined that Messrs. Litvack, Titterton, and Rosenbaum are audit committee financial experts within the meaning of the rules and regulations of the SEC. Insider Trading Policies and Procedures We have adopted a formal insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers, employees and certain identified consultants, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form10-K. 60 Table of Contents Item 11. Executive Compensation. Summary Compensation Table The following table summarizes the total compensation of each of our “named executive officers” as defined in Item 402(m) of Regulation S-K (the “Executives”) for the fiscal years ended December 31, 2024 and 2023. Given the complexity of disclosure requirements concerning executive compensation, and in particular with respect to the standards of financial accounting and reporting related to equity compensation, there is a difference between the compensation that is reported in this table versus that which is actually paid to and received by the Executives. The amounts in the Summary Compensation Table that reflect the full grant date fair value of an equity award, do not necessarily correspond to the actual value that has been realized or will be realized in the future with respect to these awards. (a) (b) (c) (d) (e) (f) (g) (h) Name and Principal Position Year Salary ($) Bonus ($) (1) Stock Awards ($)(2) Option Awards ($)(2) All Other ($) Total ($) Jeffrey Parker, CEO 2024 $ 260,000 $ 350,000 $ - $ - $ 24,000 3 $ 634,000 2023 260,000 111,000 60,020 - 24,000 3 455,020 Cynthia French, CFO 2024 180,000 100,000 - - - 280,000 2023 180,000 45,000 - - - 225,000 1. Bonuses for 2024 performance were approved by the compensation committee and paid in January 2025. 2. The amounts represented in columns (e) and (f) represent the full grant date fair value of equity awards in accordance with ASC 718. Refer to Note 14 to the consolidated financial statements for the year ended December 31, 2024 included in Item 8 for the assumptions made in the valuation of equity awards. 3. Represents an automobile allowance in the amount of $24,000, paid biweekly. Narrative to Summary Compensation Table Base Salaries and Discretionary Bonuses The base salaries of our named executive officers, and other key employees, were reduced by approximately 20%, on a voluntary basis, in September 2018 in connection with significant cost reduction measures. Since that time, base salaries have been maintained at those reduced levels. From time to time, our compensation committee will award discretionary cash and/or equity-based bonuses that take into consideration these continued base salary reductions as well as the individual's performance and contribution to the corporate goals. In January 2025, our compensation committee approved the payment of discretionary cash bonuses for Mr. Parker and Ms. French in the amounts of $350,000 and $100,000, respectively. These bonuses were awarded in recognition of the officers' significant contribution to our strategic initiatives, including Mr. Parker's leadership in overseeing our patent litigation efforts and supporting our financial stability and Ms. French's role in maintaining compliance with regulatory requirements and reducing costs associated with outside professional services. The bonuses also partially offset the voluntary 20% base salary reductions since 2018 as part of the officers' efforts to support the Company during a period of significant challenges. The bonuses reflect the compensation committee's intent to appropriately compensate these executives for their leadership and sustained commitment to advancing the Company's goals. Employment and Non-Compete Agreements We do not have employment agreements in place for our executives. We do have non-compete arrangements in place with all of our employees, including our executives, that impose post-termination restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company, and (iii) soliciting or accepting business from our customers. 61 Table of Contents Employee Benefits and Perquisites Our named executive officers are eligible to participate in our health and other benefit plans to the same extent as our other full-time employees. We did not make any employer contributions to our tax-qualified defined contribution 401(k) plan in 2023, and the plan, which was available to all of our full-time employees, was terminated in June 2023. We generally do not provide our named executive officers with perquisites or other personal benefits that are not afforded to all full-time employees, with the exception of a $24,000 annual vehicle allowance provided for our chief executive officer. Policies and Practices Related to the Grant of Equity Awards From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers. Historically, we have typically granted new-hire option awards on a new hire's employment start date. Also, non-employee directors have historically received annual equity awards during or about the first month of each calendar year, pursuant to our non-employee director compensation policy. We do not otherwise maintain any written policies on the timing of our equity awards. Our compensation committee considers whether there is any material nonpublic information ("MNPI") about our company when determining the timing of equity awards and does not seek to time the grant of equity awards in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. During the year ended December 31, 2024, we did not grant any stock option or other equity awards to our named executive officers. Independent Compensation Consultant In December 2024, our compensation committee retained an independent consultant, Alliant Human Capital ("Alliant"), to conduct a competitive review and assessment of our executive compensation program and to make recommendations for both our executive compensation and non-employee director compensation programs on a going forward basis. Our compensation committee is in the process of reviewing Alliant's findings. Outstanding Equity Awards at Fiscal Year End The following table summarizes information concerning the outstanding equity awards, including unexercised options, unvested stock and equity incentive awards, as of December 31, 2024 for each of our Executives: Option Awards Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option Exercise Price ($) Option Expiration Date Name (a) (b) (c) (d) Jeffrey Parker 2,660,000 1,4 - 0.17 8/7/2026 8,000,000 2 - 0.54 1/11/2026 Cynthia French 870,550 1 - 0.17 8/7/2026 150,000 3 - 0.33 2/9/2027 1,000,000 2 - 0.54 1/11/2026 1 Options vested over eight equal quarterly periods from September 1, 2019 to June 1, 2021. 2 Options vested over eight equal quarterly periods from March 31, 2021 to December 31, 2022. 3 Options vested 50% on grant date and the remaining 50% over four equal quarterly periods from May 9, 2020 to May 9, 2021. 4 Number of securities underlying exercisable options is net of 3.3 million share options gifted for no consideration by Mr. Parker in January 2021. 62 Table of Contents Director Compensation Since September 2018, the Board compensation program has consisted exclusively of equity-based compensation, generally awarded annually, in the form of nonqualified stock options, RSUs, or a combination thereof. Unvested director equity compensation awards are forfeited if the director's services are terminated for any reason. In January 2023, the Board formalized its non-employee director compensation program whereby (i) non-employee directors will continue to solely receive share-based compensation for board and committee service, (ii) share-based compensation will be awarded annually on or about the first month of each year, (iii) the grant-date fair value of non-employee director awards for annual board service shall not exceed $80,000 for board service and no more than $20,000 additional for serving on the audit committee, (iv) the awards shall vest over four equal quarters and expire no more than seven years after grant date, and (v) any unvested awards shall be forfeited upon a director's termination of service for any reason. In December 2024, the compensation committee engaged a compensation consultant to evaluate its executive and director compensation programs and make recommendations on a going-forward basis. The compensation committee is in the process of reviewing the consultant's findings and, accordingly, has delayed issuance of the annual director equity award that would typically be issued in January 2025. We reimburse our non-employee directors for their reasonable expenses incurred in attending meetings where applicable and we encourage participation in relevant educational programs for which we reimburse all or a portion of the costs incurred for these purposes. Directors who are also our employees are not compensated for serving on our Board. Information regarding compensation otherwise received by our directors who are also named executive officers is provided under “Executive Compensation.” The following table summarizes the compensation for each of our non-employee directors who served as a director for any portion of the year ended December 31, 2024. Name Stock Awards($) Option Awards($) 1 Total ($) (a) (b) (c) (d) Sanford Litvack 2 $ - $ 50,746 $ 50,746 Paul Rosenbaum 3 - 50,746 50,746 Robert Sterne 3 - 50,746 50,746 Lewis Titterton 4 - 50,746 50,746 1. The amounts represented in columns (b) and (c) represent the full grant date fair value of share-based awards in accordance with ASC 718. Refer to Note 14 of the consolidated financial statements included in Item 8 for the assumptions made in the valuation of stock awards. 2. At December 31, 2024, Mr. Litvack has an aggregate of 1,175,000 nonqualified stock options outstanding, of which 1.106,250 are exercisable. 3. At December 31, 2024, Messrs. Rosenbaum and Sterne each have 2,330,000 nonqualified stock options outstanding, of which 2,261,250 are exercisable. 4. At December 31, 2024, Mr. Titterton has 937,500 nonqualified stock options outstanding, of which 568,750 are exercisable. 63 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information The following table gives information as of December 31, 2024 about shares of our common stock authorized for issuance under all of our equity compensation plans (in thousands, except for per share amounts): Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plan approved by security holders (2011 Plan) 680 $ 0.51 - Equity compensation plans not approved by security holders 1 25,021 $ 0.38 36 Total 25,701 36 1. Column (a) includes securities issued under the 2019 Plan and Non Plan Awards. The type of awards that may be issued under the 2019 Plan is discussed more fully in Note 14 to our consolidated financial statements included in Item 8. 64 Table of Contents Security Ownership of Certain Beneficial Holders The following table sets forth certain information as of March 10, 2025 with respect to the stock ownership of (i) those persons or groups who beneficially own more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group (based upon information furnished by those persons). As of March 10, 2025, 117,317,586 shares of our common stock were issued and outstanding. Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class 1 >5% HOLDERS (EXCLUDING EXECUTIVE OFFICERS AND DIRECTORS) GEM Partners, LP 12,341,910 2 9.99 % Thomas Staz Revocable Trust 6,123,280 3 5.22 % EXECUTIVE OFFICERS AND DIRECTORS Jeffrey Parker 11 11,170,583 4 8.73 % Cynthia French 11 2,212,133 5 1.85 % Sanford Litvack 11 1,453,960 6 1.23 % Paul Rosenbaum 11 4,189,796 7 3.50 % Robert Sterne 11 2,378,265 8 1.99 % Lewis Titterton 11 3,468,643 9 2.90 % All directors and executive officers as a group (6 persons) 24,873,380 10 17.98 % 1 Percentage is calculated based on all outstanding shares of common stock plus, for each person or group, any shares of common stock that the person or the group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights. Unless otherwise indicated, each person or group has sole voting and dispositive power over all such shares of common stock. 2 GEM Investment Advisors, LLC (“GEM Advisors”) is the general partner of GEM Partners LP (“GEM”) and Flat Rock Partners LP ("Flat Rock"). Mr. Daniel Lewis is the controlling person of GEM Advisors. GEM Advisors and Mr. Lewis have shared voting and dispositive power. Beneficial ownership includes (i) 6,600 shares held by Mr. Lewis, (ii) 24,100 shares held by Flat Rock, (iii) 6,139,531 shares held by GEM, and (iv) 6,202,379 shares underlying convertible notes held by GEM. Excludes 7,670,000 shares underlying convertible notes held by GEM that are not convertible within 60 days due to exercise limitations. The principal business address of GEM Advisors and Mr. Lewis is 100 State Street, Suite 2B, Teaneck, NJ 07666. Information derived from a Schedule 13G/A filed by GEM Advisors on February 28, 2024. 3 Thomas Staz is the trustee of the Thomas Staz Revocable Trust ("Staz Trust"). The principal business address of the Thomas Staz Revocable Trust is 1221 Brickell Avenue, Suite 2660, Miami, Florida 33131. Beneficial ownership excludes 750,000 shares underlying convertible notes and 1,000,000 shares underlying warrants held by the Staz Trust that are not convertible within 60 days due to exercise limitations. Information provided by the Staz Trust on December 30, 2024. 4 Includes 10,660,000 shares of common stock issuable upon currently exercisable options, 393,324 shares held by Mr. Parker directly, and 117,259 shares held by Jeffrey Parker and Deborah Parker Joint Tenants in Common, over which Mr. Parker has shared voting and dispositive power. 5 Includes 2,020,550 shares of common stock issuable upon currently exercisable options. 6 Includes 1,175,000 shares of common stock issuable upon currently exercisable options and 192,308 shares of common stock issuable upon conversion of convertible notes. 7 Includes 2,330,000 shares of common stock issuable upon currently exercisable options. 65 Table of Contents 8 Includes 2,330,000 shares of common stock issuable upon currently exercisable options. 9 Includes 712,500 shares of common stock issuable upon currently exercisable options, 38,760 shares of common stock issuable upon exercisable warrants, and 1,538,462 shares of common stock issuable upon conversion of convertible notes. Excludes 225,000 shares of common stock issuable upon options that may become exercisable in the future. 10 Includes 19,266,810 shares of common stock issuable upon currently exercisable options and warrants and 1,730,770 shares of common stock issuable upon conversion of convertible notes held by directors and officers and excludes 225,000 shares of common stock issuable upon options that may become exercisable in the future (see notes 4, 5, 6, 7, 8 and 9 above). 11 The person’s address is 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207. Item 13. Certain Relationships and Related Transactions and Director Independence. Related Party Transactions From time to time, we have sold convertible notes to accredited investors, including certain of our directors (see Note 8). Mr. Lewis Titterton, prior to becoming a director in June 2023, purchased an aggregate of $425,000 in convertible notes from us, with conversion prices ranging from $0.10 to $0.40 per share and maturity dates ranging from September 2023 to May 2027. In September 2023, we repaid Mr. Titterton $100,000 upon maturity of a note issued in 2018. On May 10, 2024, we amended two convertible notes issued in 2019 with an aggregate principal balance of $75,000 to extend the maturity dates to March 2026, reduce the stated interest rate from 8% to 5%, and replace the quarterly interest payments with a single payment of unpaid, accrued interest at the earlier of conversion or maturity of the notes. We also amended a $50,000 note issued in 2020 and a $200,000 note issued in 2022 to Mr. Titterton to likewise replace the quarterly interest payments with a single, lump sum payment upon conversion or maturity. In September 2024, Mr. Titterton converted an aggregate of $125,000 in notes issued in 2019 and 2020 into shares of our common stock. At December 31, 2024, Mr. Titterton has $200,000 in outstanding convertible notes with a conversion price of $0.13 that mature in May 2027. In September 2023, we paid Paul Rosenbaum $100,000 upon maturity of a convertible promissory note with a conversion price of $0.40 per share that he purchased from us in 2018, and we sold Mr. Rosenbaum a new $100,000 note, convertible into shares of our common stock at an above-market fixed conversion price of $0.25 and maturity date in March 2026. In May 2022, we sold an additional $100,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Mr. Rosenbaum. On May 10, 2024, we amended the convertible notes held by Mr. Paul Rosenbaum to defer the payment of interest until the earlier of maturity or conversion. In October 2024, Mr. Rosenbaum converted all of his outstanding notes into shares of our common stock. In August 2022, we sold an aggregate of $25,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Sanford Litvack. On May 10, 2024, we amended the note to defer the payment of interest until the earlier of maturity or conversion. At December 31, 2024, Mr. Litvack has $25,000 in outstanding convertible notes that mature in August 2027. In addition, in January 2023, Mr. Litvack purchased 62,500 shares of our common stock at $0.16 per share in a private placement transaction with other, nonaffiliated accredited investors. In April 2023, we entered into a consulting services agreement with Lewis Titterton to provide short-term advisory services to our chief executive officer in connection with the restructuring of the Brickell funding agreements. As consideration for services under the agreement, we issued 250,000 unregistered shares of our common stock valued at approximately $30,000 and a one-time cash payment of $10,500. The consideration was recognized fully in the second quarter of 2023, prior to Mr. Titterton being appointed to the Board. We paid approximately $39,000 and $52,000 in 2024 and 2023, respectively, for patent-related legal services to SKGF, of which Robert Sterne is a partner. In addition, we paid approximately $150,000 and $163,000 in 2024 and 2023, respectively, for principal and interest on the SKGF Note (see Note 7). The SKGF Note has an outstanding balance, including accrued interest, of approximately $0.3 at December 31, 2024. 66 Table of Contents Director Independence We follow the rules of Nasdaq in determining if a director is independent. The Board also consults with our counsel to ensure that the Board’s determination is consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Board has affirmatively determined that Messrs. Litvack, Titterton, Rosenbaum, and Sterne are independent directors. Item 14. Principal Accountant Fees and Services. The firm of Frazier & Deeter ("FD") acts as our principal accountants. For the period prior to November 13, 2024, the firm of MSL, P.A. acted as our principal accountants ("Prior Accountants"). The following is a summary of fees paid to the principal accountants and Prior Accountants for services rendered. Audit Fees. For the year ended December 31, 2024, the aggregate fees billed by our principal accountants for professional services rendered for the audit of our annual financial statements was approximately $40,000. For the years ended December 31, 2024 and 2023, the aggregate fees billed by our Prior Accountants for professional services rendered in connection with the audit of our annual financial statements, the review of our financial statements included in our quarterly reports, and services provided in connection with regulatory filings were approximately $110,000 a nd $171,000, respectively. Audit Related Fees. For the years ended December 31, 2024 and 2023, there were no fees billed for professional services by our principal accountants or Prior Accountants for assurance and related services. Tax Fees. For the years ended December 31, 2024 and 2023, there were no fees billed for professional services rendered by our principal accountants or Prior Accountants for tax compliance, tax advice or tax planning. All Other Fees. For the years ended December 31, 2024 and 2023, there were no fees billed for other professional services by our principal accountants or Prior Accountants. All the services discussed above were approved by our audit committee. The audit committee pre-approves the services to be provided by our principal accountants, including the scope of the annual audit and non-audit services to be performed by the principal accountants and the principal accountants’ audit and non-audit fees. 67 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Documents filed as part of this report: (1) Financial statements: Consolidated Balance Sheets as of December 31, 2024 and 2023 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024 and 2023 Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2024 and 2023 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 Notes to Consolidated Financial Statements for the years ended December 31, 2024 and 2023 (2) Financial statement schedules: Not applicable. (3) Exhibits. Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed March 29, 2016) 3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 14, 2007) 3.3 Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 18, 2016) 3.4 Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed July 13, 2017) 3.5 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.5 of Form S-1 filed August 9, 2018) 3.6 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed October 30, 2018) 3.7 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed November 15, 2019) 3.8 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed September 4, 2020) 3.9 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed September 30, 2021) 3.10 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed September 20, 2022) 3.11 Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed October 31, 2024) 3.12 Certificate of Designations of the Preferences, Limitations and Relative Rights of Series E Preferred Stock, dated November 21, 2005 (incorporated by reference from Exhibit 4.02 of Current Report on Form 8-K filed November 22, 2005) 68 Table of Contents 4.1 Form of common stock certificate (incorporated by reference from Exhibit 4.1 of Annual Report on Form 10-K for the year ended December 31, 2015) 4.2 Description of Registered Securities (incorporated by reference from Exhibit 4.7 of Current Report Form 10-K filed March 28, 2023) ** 10.1 Form of 2022 Indemnification Agreement for Directors and Officers (incorporated by reference from Exhibit 10.5 of Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 14, 2022) ** 10.2 Standard Form of Employee Option Agreement (incorporated by reference from Exhibit 10.1 of Form 8-K filed January 13, 2021) 10.3 2011 Long-Term Incentive Equity Plan, as amended and restated (incorporated by reference from Exhibit 10.1 of Form 8-K filed July 13, 2017) ** 10.4 Form of 2020 Securities Purchase Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed May 5, 2020) 10.5 List of Accredited Investors to March 5, 2020 and March 13, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.74 of Annual Report on Form 10-K filed April 14, 2020) 10.6 List of Accredited Investors to April 29, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed May 5, 2020) 10.7 List of Accredited Investors to May 22, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed May 29, 2020) 10.8 List of Accredited Investors to June 8, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed June 12, 2020) 10.9 List of Accredited Investors to June 29, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed July 6, 2020) 10.10 List of Accredited Investors to August 19, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed August 21, 2020) 10.11 List of Accredited Investors to November 17, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed November 23, 2020) 10.12 List of Accredited Investors to December 11, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 14, 2020) 10.13 List of Accredited Investors to December 21, 2020 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 23, 2020) 10.14 List of Accredited Investors to January 5, 2021 Securities Purchase Agreements (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed January 5, 2021) 10.15 Form of 2022 Convertible Note between Registrant and Accredited Investors (incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q filed May 11, 2022) 10.16 List of May 10, 2022 Convertible Note Holders (incorporated by reference to Exhibit 10.4 of Quarterly Report on Form 10-Q filed May 11, 2022) 10.17 List of June 2, 2022 Convertible Note Holders (incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K filed June 2, 2022) 10.18 List of June 30, 2022 Convertible Note Holders (incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K filed July 1, 2022) 10.19 List of August 3, 2022 Convertible Note Holders (incorporated by reference to Exhibit 10.6 of Quarterly Report on Form 10-Q filed August 9, 2022) 10.20 Form of Convertible Promissory Note dated January 13, 2023 (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed January 13, 2023) 10.21 List of Holders of Convertible Notes dated January 13, 2023 (incorporated by reference from Exhibit 10.5 of Current Report on Form 8-K filed January 13, 2023) 10.22 Secured Promissory Note between Registrant and Brickell Key Investments LP dated August 14, 2023 (incorporated by reference from Exhibit 10.1 of Quarterly Report on Form 10-Q filed November 14, 2023) 10.23 Prepaid Forward Purchase Agreement between Registrant and Brickell Key Investments LP (incorporated by reference from Exhibit 10.2 of Quarterly Report on Form 10-Q filed November 14, 2023) 10.24 * Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated September 19, 2018, as amended and restated on September 15, 2023 69 10.25 * Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated March 13, 2019, as amended and restated on September 15, 2023 10.26 * Amended Convertible Promissory Note between Registrant and Steven G. Lampe dated March 13, 2019, as amended and restated on September 15, 2023 10.27 Amended and Restated Convertible Promissory Note dated July 18, 2019 between Registrant and GEM LP (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 12, 2024) 10.28 Amended and Restated Convertible Promissory Note dated January 8, 2020 between Registrant and GEM LP (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed July 12, 2024) 10.29 Amended and Restated Convertible Promissory Note dated January 13, 2023 between Registrant and GEM LP (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed July 12, 2024) 10.30 Form of Securities Purchase Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed December 31, 2024) 10.31 Form of Registration Rights Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed December 31, 2024) 10.32 Form of Warrant Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 31, 2024) 10.33 List of Accredited Investors to December 24, 2024 and December 30, 2024 Subscription Agreements (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed December 31, 2024) 19.1 * Corporate Policy on Insider Trading 21.1 * Schedule of Subsidiaries 23.1 * Consent of MSL, P.A. 23.2 * Consent of Frazier & Deeter, LLC 31.1 * Rule 13a-14 and 15d-14 Certification of Jeffrey L. Parker 31.2 * Rule 13a-14 and 15d-14 Certification of Cynthia L. French 32.1 * Section 1350 Certification of Jeffrey L. Parker and Cynthia L. French 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 70 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 24, 2025 PARKERVISION, INC. By: /s/ Jeffrey L. Parker Jeffrey L. Parker Chief Executive Officer Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ Jeffrey L. Parker Chief Executive Officer and March 24, 2025 Jeffrey L. Parker Chairman of the Board (Principal Executive Officer) By: /s/ Cynthia L. French Chief Financial Officer (Principal March 24, 2025 Cynthia L. French Financial Officer and Principal Accounting Officer) and Corporate Secretary By: /s/ Paul A. Rosenbaum Director March 24, 2025 Paul A. Rosenbaum By: /s/ Robert G. Sterne Director March 24, 2025 Robert G. Sterne By: /s/ Sanford M. Litvack Director March 24, 2025 Sanford M. Litvack By: /s/ Lewis H. Titterton Director March 24, 2025 Lewis H. Titterton 71