What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 164 added, 141 removed, 428 unchanged (42% of the section changed)

3 unchanged sentences

(in thousands, except par value data)

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

Total current assets

Intangible assets, net

Other assets, net

Intangible and other assets, net

$ 3,071 $ 5,879

13 unchanged sentences

Convertible notes, net of current portion

Related party convertible notes, net of current portion

Related party convertible notes

Related party note payable, net of current portion

5 unchanged sentences

SHAREHOLDERS' DEFICIT:

Common stock, $ 0.01 par value, 225,000 shares authorized, 117,519 and 113,970 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 225,000 shares authorized, 119,582 and 113,970 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

( 51 ) ( 58 ) ( 106 ) ( 117 )

Selling, general and administrative expenses

3,843 683 5,086 1,457

Total operating expenses

3,843 683 5,086 1,457

Interest income

Interest expense

( 68 ) ( 104 ) ( 141 ) ( 208 )

Change in fair value of contingent payment obligations

Total interest and other

2,304 502 ( 157 ) 722

Total other income (expense)

2,260 414 ( 241 ) 554

Provision for income taxes

( 1,634 ) ( 327 ) ( 5,433 ) ( 1,020 )

Other comprehensive income, net of tax

Comprehensive loss

$ ( 1,634 ) $ ( 327 ) $ ( 5,433 ) $ ( 1,020 )

Basic and diluted net loss per common share

$ ( 0.01 ) $ ( 0.00 ) $ ( 0.05 ) $ ( 0.01 )

Weighted average common shares outstanding

118,797 88,683 117,322 88,424

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10 unchanged sentences

Issuance of common stock upon exercise of options and warrants

Issuance of equity-based instruments for services

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

2 unchanged sentences

Balance as of March 31, 2025

Issuance of common stock and warrants in private offerings, net of issuance costs

Issuance of common stock upon exercise of options and warrants

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

Share-based compensation

Comprehensive loss for the period

Balance as of June 30, 2025

Common Stock Outstanding

4 unchanged sentences

Balance as of December 31, 2023

Issuance of equity-based instruments for services

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

2 unchanged sentences

Balance as of March 31, 2024

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

Share-based compensation

Comprehensive loss for the period

Balance as of June 30, 2024

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Loss (gain) on changes in fair value of contingent payment obligations

Gain on disposal/impairment of equipment and intangible assets

Paid in kind interest expense

22 unchanged sentences

We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions.

We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts.

We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore a primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts.

We currently have patent enforcement actions ongoing in various U.S.

2 unchanged sentences

Liquidity and Going Concern

For the three months ended March 31, 2025 , we incurred a net loss of approximately $ 3.8 million and incurred negative cash flows from operations of approximately $ 1.8 million.

At March 31, 2025 , we had cash and cash equivalents of approximately $ 3.3 million and an accumulated deficit of approximately $ 452.0 million.

At March 31, 2025 , we had $ 2.9 million in current liabilities, including approximately $ 1.6 million in convertible debt that matures over the next twelve months.

For the six months ended June 30, 2025 , we incurred a net loss of approximately $ 5.4 million and incurred negative cash flows from operations of approximately $ 3.0 million.

At June 30, 2025 , we had cash and cash equivalents of approximately $ 2.0 million and an accumulated deficit of approximately $ 453.6 million.

At June 30, 2025 , we had $ 2.5 million in current liabilities, including approximately $ 1.1 million in convertible debt that matures over the next twelve months.

In addition, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements.

These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these condensed consolidated financial statements.

These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these unaudited condensed consolidated financial statements.

The timing and amount of proceeds from our patent enforcement actions are difficult to predict and there can be no assurance we will receive any proceeds from these enforcement actions.

1 unchanged sentence

We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

In addition, although all of our convertible notes have conversion prices that are currently below the market price of our common stock, conversion is at the option of the holder and there can be no assurance that the holders will exercise their conversion option prior to maturity.

Even with the conversions of our convertible debt by the holders, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.

Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the exercise behavior of our convertible note holders, and/or (iii) our ability to obtain additional debt or equity financing.

We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements;

however, conversion and/or extension is at the option of the holder and there can be no assurance with respect to the holder's behavior.

Even with the conversions or extensions of our convertible debt by the holders, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.

Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iii) our ability to obtain additional debt or equity financing.

We expect to continue to invest in the support of our patent licensing and enforcement program.

3 unchanged sentences

Basis of Presentation

The unaudited condensed consolidated financial statements for the three month period ended March 31, 2025 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X.

Operating results for the three months ended March 31, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 , or future years.

The unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2025 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X.

Operating results for the six months ended June 30, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 , or future years.

All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended December 31, 2024 .

Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements.

These interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10 -K for the year ended December 31, 2024 (“ 2024 Annual Report”).

Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these unaudited interim condensed consolidated financial statements.

These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10 -K for the year ended December 31, 2024 (“ 2024 Annual Report”).

Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

The condensed consolidated financial statements include the accounts of ParkerVision, Inc.

The unaudited condensed consolidated financial statements include the accounts of ParkerVision, Inc.

and its wholly-owned German subsidiary, ParkerVision GmbH, after elimination of all intercompany transactions and accounts.

ParkerVision GmbH was dissolved and any remaining assets reverted back to the parent company as of December 31, 2024.

ParkerVision GmbH was dissolved as of December 31, 2024.

Accounting Policies

4 unchanged sentences

We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”

No revenue was recognized during the three months ended March 31, 2025 and 2024 .

No revenue was recognized during the six months ended June 30, 2025 and 2024 .

Loss per Common Share

2 unchanged sentences

We have shares underlying outstanding options, restricted stock units ("RSUs"), warrants, and convertible notes that were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive.

These common share equivalents at March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended March 31,

These anti-dilutive common share equivalents at June 30, 2025 and 2024 were as follows (in thousands):

Options outstanding

2 unchanged sentences

Shares underlying convertible notes

Intangible Assets

Intangible assets consist of the following (in thousands):

March 31, 2025

Intangible and Other Assets, net

Intangible and other assets consist of the following (in thousands):

June 30, 2025

December 31, 2024

1 unchanged sentence

Accumulated amortization

Other noncurrent assets

Related Party Note Payable

3 unchanged sentences

Convertible Notes

For the three months ended March 31, 2025 , convertible notes with a face value of $ 0.2 million were converted, at the option of the holder, into approximately 1.3 million shares of our common stock.

No convertible notes were converted during the three months ended March 31, 2024 .

No convertible notes were repaid during the three months ended March 31, 2025 and 2024 .

For the three months ended March 31, 2025 and 2024 , we recognized interest expense of approximately $ 0.1 related to the contractual interest on our convertible notes.

During the three months ended March 31, 2025 and 2024 , we elected to pay $ 0.1 million of interest payments in shares of our common stock and issued approximately 0.1 million shares and 0.6 million shares, respectively, of our common stock as interest-in-kind payments.

Convertible notes payable at March 31, 2025 and December 31, 2024 consist of the following (in thousands):

For the six months ended June 30, 2025 , convertible notes with a face value of $ 0.4 million were converted, at the option of the holder, into approximately 2.8 million shares of our common stock, including $ 0.2 million of convertible notes held by related parties.

No convertible notes were converted during the six months ended June 30, 2024 .

We recognized interest expense on our convertible debt of approximately $ 0.1 million and $ 0.2 million for the six months ended June 30, 2025 and 2024 , respectively.

During the six months ended June 30, 2025 and 2024 , we elected to pay $ 0.15 million and $ 0.19 million, respectively, of interest in shares of our common stock and issued approximately 0.4 million shares and 1.1 million shares, respectively, of our common stock as interest-in-kind payments.

Convertible notes payable at June 30, 2025 and December 31, 2024 consist of the following (in thousands):

Principal Outstanding as of

9 unchanged sentences

Convertible notes dated July 18, 2019

July 18, 2026 1

Convertible notes dated January 8, 2020

8 unchanged sentences

Less current portion

$ 1,483 $ 2,798

1 Unless otherwise revoked by the holder with ten days of the then-stated maturity date, the maturity date of the note will automatically extend by one year, for a maximum of ten years.

We have convertible notes payable to related parties with a face value of $ 0.2 million at March 31, 2025 and December 31, 2024.

We have no convertible notes payable to related parties at June 30, 2025 .

At December 31, 2024 , we had convertible notes payable to related parties with a face value of $ 0.2 million.

These notes were issued between May and August 2022, have a fixed conversion price of $ 0.13 , accrue interest at 8.0 % interest per annum, and mature between May 10, 2027 and August 3, 2027.

1 unchanged sentence

Secured Contingent Payment Obligation

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the three months ended March 31, 2025 and the year ended December 31, 2024 (in thousands):

Three Months Ended March 31, 2025

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the six months ended June 30, 2025 and the year ended December 31, 2024 (in thousands):

Six Months Ended June 30, 2025

Year Ended December 31, 2024

Secured contingent payment obligation, beginning of period

$ 40,724 $ 29,402

Change in fair value

Secured contingent payment obligation, end of period

$ 42,867 $ 40,724

Our secured contingent payment obligation consists of a secured, non-recourse note (the "Note") and a prepaid forward purchase contract (the "PPFPA") with Brickell Key Investments, LP (“Brickell”).

11 unchanged sentences

We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note 11 ).

The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the condensed consolidated statements of comprehensive loss until the contingency is resolved.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 61.2 million and $ 59.2 million as of March 31, 2025 and December 31, 2024 , respectively.

The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 63.3 million and $ 59.2 million as of June 30, 2025 and December 31, 2024 , respectively.

The range of potential proceeds payable to Brickell is discussed more fully in Note 11.

As of March 31, 2025 , we are in compliance with our obligations under the Note and the PPFPA.

As of June 30, 2025 , we are in compliance with our obligations under the Note and the PPFPA.

Unsecured Contingent Payment Obligations

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the three months ended March 31, 2025 and the year ended December 31, 2024 (in thousands):

Three Months Ended March 31, 2025 Year Ended December 31, 2024

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the six months ended June 30, 2025 and the year ended December 31, 2024 (in thousands):

Six Months Ended June 30, 2025

Year Ended December 31, 2024

Unsecured contingent payment obligations, beginning of period

$ 5,935 $ 7,618

Change in fair value

318 ( 1,683 )

Unsecured contingent payment obligations, end of period

$ 6,253 $ 5,935

Our unsecured contingent payment obligations represent amounts payable to others from future patent-related proceeds including (i) a termination fee due to a litigation funder and (ii) contingent payment rights issued to accredited investors in connection with equity financings.

We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods.

The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the condensed consolidated statements of comprehensive loss until the contingency is resolved (see Note 11 ).

The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved (see Note 11 ).

Fair Value Measurements

Our convertible notes are recorded at face value in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 .

As of March 31, 2025 and December 31, 2024 , the estimated fair value of our convertible notes was approximately $ 2.78 million and $ 2.81 million, respectively and would be categorized within Level 2 of the fair value hierarchy.

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 .

As of June 30, 2025 and December 31, 2024 , the estimated fair value of our convertible notes was approximately $ 2.65 million and $ 2.81 million, respectively and would be categorized within Level 2 of the fair value hierarchy.

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements

3 unchanged sentences

Significant Unobservable Inputs (Level 3)

March 31, 2025:

June 30, 2025:

Secured contingent payment obligation

$ 42,867 $ - $ - $ 42,867

Unsecured contingent payment obligations

6,253 - - 6,253

Fair Value Measurements

5 unchanged sentences

Secured contingent payment obligation

$ 40,724 $ - $ - $ 40,724

Unsecured contingent payment obligations

5,935 - - 5,935

The fair values of our secured and unsecured contingent payment obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of patent-related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate.

We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 17.89 % and 17.96 %, respectively, at March 31, 2025 , based on risk-free rates of 3.89 % and 3.96 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk.

We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 17.68 % and 17.96 %, respectively, at June 30, 2025 , based on risk-free rates of 3.68 % and 3.96 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk.

We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 18.27 % and 18.21 %, respectively, at December 31, 2024, based on risk-free rates of 4.27 % and 4.21 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk.

The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at March 31, 2025 and December 31, 2024 , including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario.

March 31, 2025

The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at June 30, 2025 and December 31, 2024 , including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario.

June 30, 2025

Secured Contingent Payment Obligation

4 unchanged sentences

Estimated undiscounted cash outflows (in millions)

$ - $ 65.1 $ 150.0 $ - $ 7.8 $ 10.8

Duration (in years)

1.3 2.6 3.3 1.3 1.4 3.3

Estimated probabilities

15 % 19 % 25 % 15 % 21 % 25 %

December 31, 2024

5 unchanged sentences

Estimated undiscounted cash outflows (in millions)

$ - $ 65.3 $ 150.0 $ - $ 7.8 $ 10.8

Duration (in years)

1.0 2.8 3.5 1.0 1.6 3.5

Estimated probabilities

15 % 19 % 25 % 15 % 21 % 25 %

We evaluate the estimates and assumptions used in determining the fair value of our contingent payment obligations each reporting period and make any adjustments prospectively based on those evaluations.

10 unchanged sentences

Court of Appeals for the Federal Circuit

On September 6, 2024, the U.S Court of Appeals for the Federal Circuit ("CAFC") issued its opinion, ruling in our favor on each of the issues we appealed and remanding the case back to the Middle District of Florida (Orlando Division) where the case was reopened.

On September 6, 2024, the U.S.

Court of Appeals for the Federal Circuit ("CAFC") issued its opinion, ruling in our favor on each of the issues we appealed and remanding the case back to the Middle District of Florida (Orlando Division) where the case was reopened.

The CAFC appeal was filed following several March 2022 district court rulings on pre-trial motions in our patent infringement case against Qualcomm, a case that was originally filed in May 2014.

The district court granted Qualcomm motions to strike and exclude our technical expert report, essentially precluding the support of infringement testimony at trial and also issued an order granting Qualcomm's motion for summary judgment ruling that Qualcomm did not infringe the remaining three patents in the case.

We appealed these rulings to the CAFC and oral arguments were heard in November 2023.

In July 2024, the CAFC issued an order indicating that it did not have jurisdiction over this case as the district court had not entered a final judgement on Qualcomm's counterclaims of invalidity.

The parties filed a motion with the district court requesting an order dismissing Qualcomm's counterclaims of invalidity without prejudice.

On August 1, 2024, the district court issued such an order, and on August 7, 2024, the matter was transferred back to the CAFC for its decision which was then issued on September 6, 2024.

The parties have submitted to the district court a summary of pre-trial motions that remain open and a request for a trial schedule.

In addition, Qualcomm filed a new motion requesting additional claim construction which the court initially denied but then granted on reconsideration.

Both parties submitted their additional claim construction briefs in April 2025.

In March 2025, we filed a motion to substitute our infringement and validity expert due to the medical incapacity of our current expert.

The court has not yet ruled on this motion.

The court indicated that it would establish a trial date at a pre-trial conference, following its rulings on all outstanding motions.

Curently, no pre-trial conference or trial date has been scheduled.

This patent infringement case was originally filed in the Middle District of Florida in May 2014.

We appealed these rulings to the CAFC and oral arguments were heard in November 2023 and the appellate court issued its decision on September 6, 2024.

In April 2025, the district court initially denied, and then granted on reconsideration, a Qualcomm motion for a third claim construction briefing on two previously undisputed claim terms that were critical to the appellate court decision.

On May 30, 2025, following briefings by both parties, the district court issued a claim construction order adopting Qualcomm's proposed constructions for the two claim terms.

This decision, in essence, precludes us, once again, from asserting our receiver claims in the case.

In June 2025, we filed a Rule 54 (b) motion requesting that the court enter a final judgement of noninfringement on our receiver claims, based on the court's claim construction, and sever and stay the remaining transmit claims in the case to allow us to immediately appeal the most recent claim construction order and avoid the inefficiency of potentially two separate trials.

Qualcomm has filed a motion for partial summary judgement on noninfringement of the receiver claims but has opposed an entry of final judgement under Rule 54 (b).

We also have a pending motion for reconsideration, filed in March 2025, requesting the court reconsider its initial denial of our request to substitute our infringement and validity expert due to medical incapacity.

The court has also not yet ruled on these outstanding motions.

No trial date has been established by the district court in this matter.

Our patent infringement case against Qualcomm was originally filed in the Middle District of Florida in May 2014.

The case was stayed in February 2016 pending decisions in other cases, including the appeal of a PTAB proceeding with regard to U.S.

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A claim construction hearing was held in January 2024 in the first Realtek action and the court adopted the majority of our claim constructions.

A jury trial for the first Realtek action was originally scheduled for July 2025, but it is anticipated that the trial will be rescheduled for January 2026 due to ongoing discovery.

A claim construction hearing was held in June 2024 in the second Realtek action, and the special master appointed by the court recommended the majority of the claim constructions in our favor.

The court adopted the special master recommendations in November 2024.

The trial for the second Realtek action has been rescheduled for April 2026.

A jury trial for the first Realtek action was originally scheduled for July 2025, but was rescheduled for January 2026 due to ongoing discovery disputes.

A claim construction hearing was held in June 2024 in the second Realtek action, and in November 2024, the court issued its claim construction order, ruling in our favor on the majority of the claim terms The trial for the second Realtek action has been rescheduled for April 2026.

ParkerVision v.

13 unchanged sentences

A jury trial for the first MediaTek action has been rescheduled for March 2026.

A claim construction hearing was held in June 2024 in the second MediaTek action.

The special master appointed by the court recommended the majority of the claim constructions in our favor and in January 2025, the court adopted the special master recommendations.

The trial for the second MediaTek action has been set for November 2026.

The third MediaTek action has a claim construction hearing scheduled for June 2025, and the trial has been scheduled for April 2027.

A claim construction hearing was held in June 2024 in the second MediaTek action, and, in January 2025, the court adopted the majority of our claim constructions.

The trial for the second MediaTek action was initially scheduled for November 2026.

In July 2025, the parties jointly agreed to stay the second MediaTek case pending the PTAB's final written decision on IPRs that could impact the patents in this second case.

The IPR decisions are expected in November 2025.

The third MediaTek action has a trial date scheduled for April 2027.

A claim construction hearing was held in this third case in June 2025, although the court has not yet issued its final claim construction order.

ParkerVision v.

8 unchanged sentences

A claim construction hearing was held in June 2024, and the court issued its final claim construction order in November 2024.

The trial has been rescheduled for January 2026.

The trial was scheduled for January 2026;

however, in May 2025, the court granted a stay of all deadlines in the case pending the PTAB's final written decisions on IPRs for the three patents in this case.

The PTAB decisions are expected in November 2025.

ParkerVision v.

2 unchanged sentences

A claim construction hearing was held in June 2024, and the court issued its final claim construction order in January 2025.

The trial has been scheduled for February 2026.

NXP has a motion pending to stay the case until such time that the PTAB has issued its rulings on pending IPRs (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

The court has not yet ruled on this motion.

The trial was scheduled for February 2026;

however in May 2025, the court granted NXP's motion to stay all deadlines in the case pending the PTAB's final written decision on IPRs for the three patents in this case.

The PTAB decision is expected in November 2025.

TCL and LGE v.

23 unchanged sentences

Accordingly, in December 2024, the PTAB granted NXP's joinder motion to join the TI petitions.

Both the TI and NXP cases, as well as the second MediaTek case, have been stayed pending the PTAB's decision on these IPRs.

ParkerVision (PTAB)

In December 2024, Realtek filed petitions for IPR against two patents asserted in the second Realtek action, which are the same as the two patents under joint IPR by TI and NXP.

Realtek has filed a joinder motion to join the TI/NXP proceedings.

Realtek filed a joinder motion to join the TI/NXP proceedings.

In June 2025, the PTAB granted our request for discretionary denial of these petitions citing that Realtek is time-barred from filing these petitions as it has been greater than a year since infringement proceedings on these patents were initiated by us.

Stock Authorization and Issuance

6 unchanged sentences

Common Stock Warrants

During the three months ended March 31, 2025 , 5.0 million warrants with an exercise price of $ 0.74 were exercised via net share exercise for no proceeds, resulting in the issuance of 1.3 million shares of our common stock.

As of March 31, 2025 , we had remaining outstanding warrants for the purchase of up to 9.7 million shares of our common stock.

The estimated grant date fair value of these warrants of $ 3.0 million is included in additional paid-in capital in our condensed consolidated balance sheets.

As of March 31, 2025 , our outstanding warrants have a weighted average exercise price of $ 0.97 per share and a weighted average remaining life of approximately 2.6 years.

During the six months ended June 30, 2025 , 5.0 million warrants with an exercise price of $ 0.74 were exercised via net share exercise for no proceeds, resulting in the issuance of 1.3 million shares of our common stock.

In addition, during the six months ended June 30, 2025, 0.4 million warrants with an exercise price of $ 0.16 per share expired unexercised.

As of June 30, 2025 , we had remaining outstanding warrants for the purchase of up to 4.3 million shares of our common stock.

The estimated grant date fair value of these warrants of $ 3.0 million is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.

As of June 30, 2025 , our outstanding warrants have a weighted average exercise price of $ 1.05 per share and a weighted average remaining life of approximately 2.6 years.

Share-Based Compensation

There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our 2024 Annual Report.

For each of the three months ended March 31, 2025 and 2024 , we recognized share-based compensation expense of approximately $ 0.1 million.

Share-based compensation is included in selling, general and administrative expenses in the condensed consolidated statements of comprehensive loss.

As of March 31, 2025 , there was $ 0.4 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.

During the three and six months ended June 30, 2025, the compensation committee of our Board (the "Committee") authorized the modification of an aggregate of 10.65 million fully-vested, nonqualified share options held by executives and key employees.

The options, which were awarded in January 2021, are exercisable at $ 0.54 per share and had an original expiration date of January 11, 2026.

The Committee extended the expiration date of the options by five years, or until January 11, 2031.

No other modifications were made to these awards.

We recognized a one -time, non-cash charge to share-based compensation expense of approximately $ 2.5 million representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

For the six months ended June 30, 2025 and 2024 , we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $ 2.8 million and $ 0.16 million, respectively.

Share-based compensation is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive loss.

As of June 30, 2025 , there was $ 0.5 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.

The cost is expected to be recognized over a weighted-average remaining life of approximately 0.8 years.

Our share-based compensation expense includes share-based awards to third -party consultants.

During the three months ended March 31, 2025, we issued 250,000 nonqualified share options to a third -party as payment for consulting services over a one -year period.

In addition, we issued 100,000 performance-based RSUs to a third -party as incentive compensation under a 2025 agreement.

During the three -months ended March 31, 2024, we issued 120,000 shares of our common stock to a third party as payment for consulting services over a one -year period.

During the six months ended June 30, 2025, we issued 260,000 nonqualified share options to third -parties as payment for consulting services over an approximate one -year term, and 750,000 performance-based non-qualified share options and 100,000 performance-based RSUs to third -parties as incentive compensation under their respective consulting agreements.

During the six months ended June 30, 2024, we issued 120,000 shares of our common stock to a third party as payment for consulting services over a one -year period.

Segment Information

Our operations constitute a single reportable segment, focused on licensing our innovative, fundamental wireless technologies, often through patent infringement actions.

All revenues, operating expenses, and assets attributable to this segment are reflected in the condensed consolidated financial statements.

All revenues, operating expenses, and assets attributable to this segment are reflected in the unaudited condensed consolidated financial statements.

Our Chief Executive Officer and Chief Financial Officer, collectively, are considered to be the chief operating decision maker ("CODM").

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This information is used to manage resources and invest in key strategic priorities.

Segment information for the three months ended March 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended March 31,

Segment information for the six months ended June 30, 2025 and 2024 is as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Licensing gross margin

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Personnel related expenses

417 359 829 720

Litigation & legal expenses

Third-party consulting expenses

248 22 395 43

Patent maintenance expenses

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Share-based compensation

Third-party consulting expenses

2,651 81 2,773 158

In-kind interest expense

65 98 135 198

Change in fair value of contingent payment obligations

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359 212 738 435

$ ( 1,634 ) $ ( 327 ) $ ( 5,433 ) $ ( 1,020 )

1 Other segment items primarily include costs incurred for insurance, shareholder and public relations, audit and other professional fees, outsourced information technology services, and employee travel.

Our segment assets represent our total assets as presented on the condensed consolidated balance sheets at March 31, 2025 and December 31, 2024 .

Subsequent Events

On April 15, 2025, the compensation committee of the Board authorized the modification of 8,000,000 fully-vested, nonqualified share options held by our chief executive officer and 1,000,000 fully-vested, nonqualified share options held by our chief financial officer.

The options, which were awarded to the executive officers in January 2021, are exercisable at $ 0.54 per share and had an original expiration date of January 11, 2026 .

The compensation committee extended the expiration date by five years, or until January 11, 2031 .

No other modifications were made to these awards.

We will recognize a one -time, non-cash charge to share-based compensation expense of approximately $ 1.9 million in April 2025 representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

Our segment assets represent our total assets as presented on the unaudited condensed consolidated balance sheets at June 30, 2025 and December 31, 2024 .

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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Recent Events

On May 30, 2025, following briefings by both parties, the district court issued a claim construction order adopting Qualcomm's proposed constructions for the two claim terms.

This decision, in essence, precludes us, once again, from asserting our receiver claims in the case.

In June 2025, we filed a Rule 54(b) motion requesting that the court enter a final judgement of noninfringement on our receiver claims, based on the court's claim construction, and sever and stay the remaining transmit claims in the case to allow us to immediately appeal the most recent claim construction order and avoid the inefficiency of potentially two separate trials.

Qualcomm has filed a motion for partial summary judgement on noninfringement of the receiver claims, but has opposed an entry of final judgement under Rule 54(b).

The court has not yet ruled on these motions.

Liquidity and Capital Resources

We used cash for operations of approximately $1.8 million and $0.8 for the three months ended March 31, 2025 and 2024, respectively.

The increase in cash used for operations from 2024 to 2025 is primarily due to accrued bonuses paid and increases in legal, accounting and other third-party professional fees for services during the three months ended March 31, 2025.

At March 31, 2025, we had cash and cash equivalents of approximately $3.3 million, an accumulated deficit of $452.0 million, and working capital of $0.6 million.

At March 31, 2025, we had $2.9 million in current liabilities, including approximately $1.6 million in convertible debt that matures over the next twelve months.

We used cash for operations of approximately $3.0 million and $1.4 for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, we had cash and cash equivalents of approximately $2.0 million, an accumulated deficit of $453.6 million, and a working capital deficit of $0.2 million.

At June 30, 2025, we had $2.5 million in current liabilities, including approximately $1.1 million in convertible debt that matures over the next twelve months.

Our convertible notes have conversion prices that are substantially below the market price of our common stock as of March 31, 2025.

While we anticipate that all of our outstanding convertible notes will be converted by the holders prior to their scheduled maturity dates, conversion is at the option of the holder and there can be no assurance that the holders will convert prior to maturity.

Even with the anticipated conversions of our convertible debt, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.

Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the exercise behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.

Our convertible notes have conversion prices that are below the market price of our common stock as of June 30, 2025.

however, conversion and/or extension is at the option of the holder and there can be no assurance with respect to the holder's behavior.

Even with the anticipated conversions or extensions of our convertible debt, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.

Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.

We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

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Financial Condition

Our working capital decreased approximately $2.1 million from December 31, 2024 to March 31, 2025.

This decrease in working capital is primarily the result of cash used in operations during the three months ended March 31, 2025 as well as $1.1 million of additional convertible notes due to mature in the next twelve months.

Our long-term liabilities increased $1.1 million from December 31, 2024 to March 31, 2025, primarily due to a $2.5 million increase in the estimated fair value our contingent payment obligations, partially offset by the conversion of $0.2 million of convertible notes to equity and the reclassification from long-term to current liabilities of $1.1 million of convertible notes that mature within the next twelve months.

Refer to "Change in Fair Value of Contingent Payment Obligations" below.

Results of Operations for the Three Months Ended March 31, 2025 and 2024

Our working capital decreased approximately $2.8 million from December 31, 2024 to June 30, 2025.

This decrease in working capital is primarily the result of cash used in operations during the six months ended June 30, 2025 as well as $0.6 million of additional convertible notes due to mature in the next twelve months.

Our long-term liabilities decreased $0.9 million from December 31, 2024 to June 30, 2025, primarily due to the reclassification from long-term to current liabilities of $0.6 million of convertible notes that mature within the next twelve months and the conversion by the holders of $0.4 million of debt into shares of our common stock.

Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Revenue and Cost of Sales

We reported no licensing revenue for the three months ended March 31, 2025 and 2024.

Cost of sales for the three months ended March 31, 2025 and 2024 consists of amortization expense related to the patents covered under license agreements.

We reported no licensing revenue for the three and six months ended June 30, 2025 and 2024.

Cost of sales for the three and six months ended June 30, 2025 and 2024 consists of amortization expense related to the patents covered under license agreements.

Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt, and there can be no assurance that we will achieve our anticipated results.

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Selling, general, and administrative expenses consist primarily of litigation fees and expenses, personnel and related costs, including share-based compensation, for executive, Board, finance and accounting and technical support personnel for our patent enforcement program, and costs incurred for insurance and outside professional fees for accounting, legal and business consulting services.

Our selling, general and administrative expenses increased by $0.5 million, or 60.8%, during the three months ended March 31, 2025 when compared to the same period in 2024.

This is primarily the result of a $0.1 million increase in litigation fees and expenses, a $0.3 million increase in consulting and public relations expenses, and a $0.1 million increase in accounting fees.

The increase in litigation fees and expenses for the three months ended March 31, 2025 is primarily the result of fees incurred to support our cert petition to the U.S.

Our selling, general and administrative expenses increased by $3.2 million, or 462.7%, during the three months ended June 30, 2025 when compared to the same period in 2024.

This is primarily the result of a $2.6 million increase in total share-based compensation, a $0.1 million increase in litigation fees and expenses, and a $0.4 million increase in other outside professional fees.

Our selling, general and administrative expenses increased by $3.6 million, or 249.1%, during the six months ended June 30, 2025 when compared to the same period in 2024.

This is primarily the result of a $2.6 million increase in total share-based compensation, a $0.3 million increase in litigation fees and expenses, and a $0.5 million increase in other outside professional fees.

The increase in share-based compensation expenses, which includes employee, director and third-party share-based compensation, is the result of a one-time, noncash charge of $2.5 million which reflects the compensation cost recognized as a result of the modification of awards for executives and key employees during the second quarter of 2025 to extend the maturity date of those awards by five years.

The increase litigation fees and expenses is primarily the result of increases in legal fees incurred to support our cert petition to the U.S.

Supreme Court which was denied in March 2025.

The increase in consulting and public relations fees for the three months ended March 31, 2025 is primarily due to third party services to support our social media public awareness campaign, financial advisory and shareholder relations fees, and fees for the engagement of a consultant by our compensation committee to benchmark executive compensation.

The increase in accounting fees is the result of a change in accounting firms in late 2024.

The other outside professional fees primarily include fess paid to consultants, attorneys and accountants.

The increases in these outside professional services for the three and six months ended June 30, 2025 is a result of our social media and public awareness campaign, compensation and other financial advisory services, fess incurred for shareholder relations services, and increased fees due to a change in public accounting firms in late 2024.

Change in Fair Value of Contingent Payment Obligations

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Generally, changes in fair value are a result of changes in estimated amounts and timing of projected future cash flows due to increases in funded amounts, passage of time, and changes in the probabilities based on the status of the funded actions.

For the three months ended March 31, 2025, we recorded an aggregate increase in the fair value of our secured and unsecured contingent payment obligations of approximately $2.5 million compared to an aggregate decrease of $0.2 million for the three months ended March 31, 2024.

The change in fair value for the three months ended March 31, 2025 was primarily the result of changes in the estimated amounts of projected future cash outflows due to increases in accrued interest on our secured contingent payment obligation and increases in the net present value of our obligations as a result of decreases in the risk-free rates of return.

For the three months ended June 30, 2025 and 2024, we recorded aggregate decreases in the fair value of our secured and unsecured contingent payment obligations of approximately $2.3 million and $0.5 million, respectively.

For the six months ended June 30, 2025, we recorded an aggregate increase in the fair value of our secured and unsecured contingent payment obligations of approximately $0.2 million, compared to an aggregate decrease of $0.7 million for the six months ended June 30, 2024.

The changes in fair value for the three and six months ended June 30, 2025 was primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, increases in accrued interest on our secured contingent payment obligation, and changes in the risk-free rates of return used in the calculation of present value.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

As of March 31, 2025, we had outstanding warrants to purchase approximately 9.7 million shares of our common stock.

The estimated grant date fair value of these warrants of approximately $3.0 million is included in shareholders’ deficit in our condensed consolidated balance sheets.

As of June 30, 2025, we had outstanding warrants to purchase approximately 4.3 million shares of our common stock.

The estimated grant date fair value of these warrants of approximately $3.0 million is included in shareholders’ deficit in our unaudited condensed consolidated balance sheets.

The outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.6 years.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements