What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 160 added, 162 removed, 430 unchanged (43% of the section changed)

3 unchanged sentences

(in thousands, except par value data)

June 30, 2025

September 30, 2025

December 31, 2024

29 unchanged sentences

SHAREHOLDERS' DEFICIT:

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

Common stock, $ 0.01 par value, 225,000 shares authorized, 120,394 and 113,970 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 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

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.

8 unchanged sentences

Balance as of December 31, 2024

113,970 $ 1,140 $ 400,630 $ ( 448,182 ) $ ( 46,412 )

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

- - ( 5 ) - ( 5 )

Issuance of common stock upon exercise of options and warrants

2,148 21 241 - 262

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

1,401 14 224 - 238

Share-based compensation

- - 122 - 122

Comprehensive loss for the period

- - - ( 3,799 ) ( 3,799 )

Balance as of March 31, 2025

117,519 $ 1,175 $ 401,212 $ ( 451,981 ) $ ( 49,594 )

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

- - ( 63 ) - ( 63 )

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

1,844 19 265 - 284

Share-based compensation

125 1 2,650 - 2,651

Comprehensive loss for the period

- - - ( 1,634 ) ( 1,634 )

Balance as of June 30, 2025

119,582 $ 1,196 $ 404,079 $ ( 453,615 ) $ ( 48,340 )

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

413 4 79 - 83

Share-based compensation

399 4 382 - 386

Comprehensive loss for the period

- - - ( 1,966 ) ( 1,966 )

Balance as of September 30, 2025

120,394 $ 1,204 $ 404,540 $ ( 455,581 ) $ ( 49,837 )

Common Stock Outstanding

4 unchanged sentences

Balance as of December 31, 2023

87,681 $ 877 $ 393,314 $ ( 433,710 ) $ ( 39,519 )

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

560 6 92 - 98

Share-based compensation

120 1 90 - 91

Comprehensive loss for the period

- - - ( 693 ) ( 693 )

Balance as of March 31, 2024

88,361 $ 884 $ 393,496 $ ( 434,403 ) $ ( 40,023 )

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

529 5 83 - 88

Share-based compensation

Comprehensive loss for the period

- - - ( 327 ) ( 327 )

Balance as of June 30, 2024

88,890 $ 889 $ 393,656 $ ( 434,730 ) $ ( 40,185 )

Issuance of common stock upon exercise of options and warrants

2,922 29 133 - 162

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

4,289 43 377 - 420

Share-based compensation

250 3 111 - 114

Comprehensive loss for the period

- - - ( 10,807 ) ( 10,807 )

Balance as of September 30, 2024

96,351 $ 964 $ 394,277 $ ( 445,537 ) $ ( 50,296 )

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Share-based compensation

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

Loss on changes in fair value of contingent payment obligations

Gain on disposal/impairment of equipment and intangible assets

5 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

Capitalized patent costs

4 unchanged sentences

Principal payments on long-term debt

Net cash provided by (used in) financing activities

Net cash provided by financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS

14 unchanged sentences

Liquidity and Going Concern

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.

For the nine months ended September 30, 2025 , we incurred a net loss of approximately $ 7.4 million and incurred negative cash flows from operations of approximately $ 4.1 million.

At September 30, 2025 , we had cash and cash equivalents of approximately $ 0.9 million and an accumulated deficit of approximately $ 455.6 million.

At September 30, 2025 , we had $ 2.9 million in current liabilities, including approximately $ 1.6 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.

6 unchanged sentences

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.

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.

In May 2025, we filed a shelf registration statement ("Shelf") on Form S- 3 that allows us to offer and sell, from time-to-time, up to $ 25 million of common stock, warrants, or any combination thereof.

The Shelf is intended to provide us flexibility to registered sales of securities, subject to market conditions and market capitalization limitations, in order to fund our future capital needs.

The terms of any future offering under the Shelf will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC.

Any sale of securities under the Shelf will not exceed one - third of our public float in any 12 -month period so long as our public float remains below $ 75 million.

To date, we have not offered any securities under this Shelf.

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 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.

The unaudited condensed consolidated financial statements for the three and nine month periods ended September 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 nine months ended September 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.

3 unchanged sentences

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

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 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 six months ended June 30, 2025 and 2024 .

No revenue was recognized during the nine months ended September 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 anti-dilutive common share equivalents at June 30, 2025 and 2024 were as follows (in thousands):

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

September 30,

Options outstanding

4 unchanged sentences

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

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Accumulated amortization

Other noncurrent assets

Property and equipment, net

Related Party Note Payable

3 unchanged sentences

Convertible Notes

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):

For the nine months ended September 30, 2025 , convertible notes with a face value of $ 0.4 million were converted, at the option of the holder, into approximately 3.0 million shares of our common stock, including $ 0.2 million of convertible notes held by related parties.

For the nine months ended September 30, 2024 , convertible notes with a face value of $ 0.3 million were converted, at the option of the holder, into approximately 3.6 million shares of our common stock.

We recognized interest expense on our convertible debt of approximately $ 0.1 million for each of the three months ended September 30, 2025 and 2024 .

We recognized interest expense on our convertible debt of approximately $ 0.2 million and $ 0.3 million for the nine months ended September 30, 2025 and 2024 , respectively.

During each of the three months ended September 30, 2025 and 2024 , we elected to pay approximately $ 0.1 million of interest in shares of our common stock and issued approximately 0.2 million shares and 0.7 million shares, respectively, of our common stock as interest-in-kind payments.

During the nine months ended September 30, 2025 and 2024 , we elected to pay $ 0.2 million and $ 0.3 million, respectively, of interest in shares of our common stock and issued approximately 0.6 million shares and 1.7 million shares, respectively, of our common stock as interest-in-kind payments.

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

Principal Outstanding as of

September 30,

Fixed Conversion Rate

19 unchanged sentences

Less current portion

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

$ 1,508 $ 2,798

1 Unless otherwise revoked by the holder within 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 no convertible notes payable to related parties at September 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.

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

Contingent Payment Obligations

Secured Contingent Payment Obligation

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

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

Nine Months Ended September 30, 2025

Year Ended December 31, 2024

5 unchanged sentences

Payments under the Note will be made solely from proceeds from our patent assets, net of contingent fees payable to attorneys ("Distributions").

We are obligated to pay one hundred percent ( 100 %) of the first $ 5.8 million in Distributions to Brickell, and thereafter will pay a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full.

We are obligated to pay Brickell one hundred percent ( 100 %) of the first $ 5.8 million in Distributions, and thereafter will pay Brickell a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full.

If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the maturity date, our remaining repayment obligations under the Note will be reduced to zero with future payment obligations, if any, being determined under the PPFPA.

8 unchanged sentences

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 underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 65.3 million and $ 59.2 million as of September 30, 2025 and December 31, 2024 , respectively.

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

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

As of September 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 six months ended June 30, 2025 and the year ended December 31, 2024 (in thousands):

Six Months Ended June 30, 2025

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

Nine Months Ended September 30, 2025

Year Ended December 31, 2024

6 unchanged sentences

Fair Value Measurements

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):

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

As of September 30, 2025 and December 31, 2024 , the estimated fair value of our convertible notes was approximately $ 2.7 million and $ 2.8 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 September 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements

3 unchanged sentences

Significant Unobservable Inputs (Level 3)

June 30, 2025:

September 30, 2025:

Secured contingent payment obligation

9 unchanged sentences

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 17.68 % 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 17.61 % and 17.68 %, respectively, at September 30, 2025 , based on risk-free rates of 3.61 % and 3.68 %, 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 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

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 September 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.

September 30, 2025

Secured Contingent Payment Obligation

31 unchanged sentences

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 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.

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

In December 2024, the district court held a status conference for the reopened case.

The court denied a motion by Qualcomm for a third claim construction hearing and also denied our motion to substitute our infringement and validity expert due to medical incapacity.

Both parties filed motions for reconsideration on their respective motions.

In April 2025, the district court granted on reconsideration, the Qualcomm motion for a third claim construction briefing on two previously undisputed claim terms that were critical to the 2024 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.

1 unchanged sentence

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.

patent 6,091,940 (“the ‘940 Patent”) asserted in this case.

In March 2017, the PTAB ruled in our favor on three of the six petitions (the method claims), ruled in Qualcomm’s favor on two of the six petitions (the apparatus claims) and issued a split decision on the claims covered in the sixth petition.

In September 2018, the Federal Circuit upheld the PTAB’s decision with regard to the ‘940 Patent and, in January 2019, the court lifted the stay in this case.

In July 2019, the court issued an order that granted our proposed selection of patent claims from four asserted patents, including the ‘940 Patent, and denied Qualcomm’s request to limit the claims and patents.

The court also agreed that we may elect to pursue accused products that were at issue at the time the case was stayed, as well as new products that were released by Qualcomm during the pendency of the stay.

In September 2019, Qualcomm filed a motion for partial summary judgment in an attempt to exclude certain patents from the case, including the ‘940 Patent.

The court denied this motion in January 2020.

In April 2020, the court issued its claim construction order in which the court adopted our proposed construction for seven of the ten disputed terms and adopted slightly modified versions of our proposed construction for the remaining terms.

Discovery in this case was closed in January 2021.

In March 2021, the court granted Qualcomm’s motion to strike certain of our 2020 infringement contentions.

As a result of this ruling, in July 2021, we filed a joint motion for entry of a judgment of non-infringement of our Patent No.

7,865,177, subject to appeal.

Citing the backlog due to the pandemic, among other factors, the court moved several scheduled deadlines.

Joint pre-trial statements were submitted by the parties in May 2021.

In January 2022, the court held a hearing to allow the parties to present their respective positions on three outstanding motions.

In March 2022, the district court rulings in favor of Qualcomm closed the district court case, subject to our appeal.

As a result of the court’s summary judgment motion in favor of Qualcomm, Qualcomm had the right to petition the court for its fees and costs, a right that was subsequently mooted given the CAFC's decision to vacate the 2022 summary judgement decision.

Our damages expert has submitted a report supporting a damages ask of $ 1.3 billion for Qualcomm’s unauthorized use of our technology.

Such amount excludes additional amounts requested by us for interest and enhanced damages for willful infringement.

Ultimately, the amount of damages, if any, will be determined by the court.

ParkerVision v.

Apple and Qualcomm (Middle District of Florida-Jacksonville Division)

We have a patent infringement case in the Middle District of Florida against Apple Inc.

(“Apple”) and Qualcomm, filed in December 2015, alleging infringement of four of our patents, which was subsequently reduced to one patent.

Fact discovery has closed in this case and a jury trial was scheduled to begin in August 2020.

In March 2020, as a result of the impact of COVID- 19, the parties filed a motion requesting an extension of certain deadlines in the case.

In April 2020, the court stayed this proceeding pending the outcome of the infringement case against Qualcomm in the Orlando Division of the Middle District of Florida.

ParkerVision v.

LG (District of New Jersey)

In July 2017, we filed a patent infringement complaint in the District of New Jersey against LG for the alleged infringement of four patents previously asserted in the Middle District of Florida (see ParkerVision v.

Apple and Qualcomm above).

We elected to dismiss the case originally filed against LG in the Middle District of Florida and re-file in New Jersey as a result of a Supreme Court ruling regarding venue.

In March 2018, the court stayed this case pending a final decision in ParkerVision v.

Apple and Qualcomm in the Middle District of Florida.

As part of this stay, LG has agreed to be bound by the final claim construction decision in that case.

In August 2025, the court denied our reconsideration motion to substitute our expert, and on October 2, 2025, the court granted our Rule 54 (b) motion.

We immediately filed an appeal with the CAFC, requesting an expedited schedule.

On October 22, 2025, the CAFC granted our motion to expedite.

Based on the CAFC order, briefings by both parties are to be completed by February 2026 and oral arguments will be scheduled by the court at the first available date thereafter.

On October 23, 2025, Qualcomm filed a motion with the CAFC, which we have opposed, to dismiss the appeal for lack of jurisdiction.

Qualcomm also claims that their motion to dismiss suspends the court's expedited schedule.

We have asked the court to confirm that the expedited schedule remains in effect.

ParkerVision v.

7 unchanged sentences

ParkerVision v.

TCL (Western District of Texas)

We filed two patent infringement actions in the Western District of Texas in 2020 and 2021 against TCL Industries Holdings Co., Ltd, a Chinese company, TCL Electronics Holdings Ltd., Shenzhen TCL New Technology Co., Ltd, TCL King Electrical Appliances (Huizhou) Co., Ltd., TCL Moka Int'l Ltd.

and TCL Moka Manufacturing S.A.

(collectively "TCL") alleging infringement of approximately twelve of our patents.

The court issued its claim construction recommendations in the first TCL case, adopting our claim constructions for nearly all of the disputed terms.

In January 2023, the TCL action was stayed pending final resolution of patent infringement action filed against Realtek, the manufacturer of the integrated circuits used in TCL's alleged infringing products.

ParkerVision v.

MediaTek (Western District of Texas)

12 unchanged sentences

ParkerVision v.

LGE (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against LG Electronics, a South Korean company ("LGE") in 2021 , alleging infringement of ten of our patents.

The court issued its claim construction recommendations in June 2022 , adopting our claim constructions for nearly all of the disputed terms.

In January 2023 , the LGE action was stayed pending final resolution of patent infringement actions filed against Realtek and MediaTek as well as final resolution of IPR actions against patents in this case.

ParkerVision v.

Texas Instruments (Western District of Texas)

12 unchanged sentences

The PTAB decision is expected in November 2025.

TCL and LGE v.

ParkerVision (PTAB)

We appealed two IPR actions filed by TCL and LGE against our U.S.

patent 7,292,835 (“the ‘835 Patent”) and U.S.

patent 7,110,444 ("the ‘444 Patent"), both of which are asserted in the infringement cases against these parties in the Western District of Texas.

In November 2022, the PTAB issued its written decision ruling that the challenged claims for both patents were unpatentable.

We appealed these decisions to the CAFC and oral arguments for both appeals were presented to the CAFC on June 3, 2024.

On June 5, 2024, the CAFC issued its final decision, in the form of a Rule 36, in both of these cases, affirming the PTAB rulings.

On November 4, 2024, we submitted a petition for a Writ of Certiorari with the U.S.

Supreme Court challenging the CAFC's use of Rule 36 to affirm PTAB decisions without a written opinion.

On March 24, 2025, the Supreme Court denied our petition.

ParkerVision (PTAB)

MediaTek filed an IPR petition in November 2023 against the '835 Patent, which is one of the patents asserted in the first MediaTek infringement action.

24 unchanged sentences

Common Stock Warrants

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.

During the nine months ended September 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 nine months ended September 30, 2025 , 0.4 million warrants with an exercise price of $ 0.16 per share expired unexercised.

As of September 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.

As of September 30, 2025 , our outstanding warrants have a weighted average exercise price of $ 1.05 per share and a weighted average remaining life of approximately 2.3 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.

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.

During the nine months ended September 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.

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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.

For the three months ended September 30, 2025 and 2024 , we recognized share-based compensation expense of approximately $ 0.4 million and $ 0.1 million, respectively.

For the nine months ended September 30, 2025 and 2024 , we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $ 3.2 million and $ 0.3 million, respectively.

Share-based compensation includes expense attributable to equity-based awards to employees, directors and third parties and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive loss.

As of September 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 0.7 years.

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

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

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

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,

Segment information for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Licensing gross margin

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Litigation & legal expenses

23 202 357 259

Third-party consulting expenses

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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 unaudited condensed consolidated balance sheets at June 30, 2025 and December 31, 2024 .

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

Subsequent Events

Legal Proceedings

On October 22, 2025, the CAFC granted our motion for an expedited appeal schedule with briefings to be completed by both parties by the first quarter of 2026 and oral arguments to be scheduled at first available date thereafter.

Immediately following the CAFC's order, Qualcomm filed a motion to dismiss the appeal for jurisdictional issues and claims that their motion to dismiss suspends the court's expedited schedule.

We have opposed their motion to dismiss and have asked the court to confirm the expedited schedule remains in effect.

See ParkerVision v.

Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S.

Court of Appeals for the Federal Circuit included under "Legal Proceedings" in Note 12.

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

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Recent Events

Legal Proceedings

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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.

On October 2, 2025, the court granted our Rule 54(b) motion and we immediately filed our appeal with the Court of Appeals for the Federal Circuit ("CAFC").

On October 23, 2025, the CAFC granted our motion for an expedited schedule for the appeal.

Based on the CAFC's ruling, briefings by both parties are to be completed by February 2026 with oral arguments scheduled at the first available date thereafter.

Liquidity and Capital Resources

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

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.

We used cash for operations of approximately $4.1 million and $2.1 for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, we had cash and cash equivalents of approximately $0.9 million, an accumulated deficit of $455.6 million, and a working capital deficit of $1.8 million.

At September 30, 2025, we had $2.9 million in current liabilities, including approximately $1.6 million in convertible debt that matures over the next twelve months.

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.

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

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

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.

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

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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 May 2025, we filed a shelf registration statement ("Shelf") on Form S-3 that allows us to offer and sell, from time-to-time, up to $25 million of common stock, warrants, or any combination thereof.

The Shelf is intended to provide us flexibility to registered sales of securities, subject to market conditions and market capitalization limitations, in order to fund our future capital needs.

The terms of any future offering under the Shelf will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC.

Any sale of securities under the Shelf will not exceed one-third of our public float in any 12-month period so long as our public float remains below $75 million.

To date, we have not offered any securities under this Shelf.

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

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Financial Condition

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

Our working capital decreased approximately $4.4 million from December 31, 2024 to September 30, 2025.

This decrease in working capital is primarily the result of cash used in operations during the nine months ended September 30, 2025 as well as $1.1 million of additional convertible notes due to mature in the next twelve months.

We anticipate that our $1.6 million in convertible notes included in current liabilities as of September 30, 2025 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, and therefore will not negatively impact our working capital;

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

Our long-term liabilities decreased $1.1 million from December 31, 2024 to September 30, 2025, primarily due to the reclassification from long-term to current liabilities of $1.1 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.

These decreases are offset by an overall increase in the estimated fair value our contingent payment obligations of $0.5 million.

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

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Revenue and Cost of Sales

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.

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

Cost of sales for the three and nine months ended September 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.

Selling, General, and Administrative Expenses

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 $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 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.

Selling, general, and administrative expenses consist primarily of personnel and related costs, including share-based compensation, outside professional fees for business consulting, legal and accounting services, litigation fees and expenses, and costs incurred for insurance.

Our selling, general and administrative expenses increased by $0.5 million, or 53.5%, during the three months ended September 30, 2025 when compared to the same period in 2024.

This is primarily the result of a $0.3 million increase in total share-based compensation and a $0.2 million increase in outside professional fees, including litigation related costs.

Our selling, general and administrative expenses increased by $4.2 million, or 170.4%, during the nine months ended September 30, 2025 when compared to the same period in 2024.

This is primarily the result of a $2.9 million increase in total share-based compensation, a $1.0 million increase in outside professional fees, including legal, accounting, third-party consulting and lobbying fees, and a $0.2 million increase in personnel related expenses.

The increase in share-based compensation expense for the three months ended September 30, 2025 is the result of new share-based compensation awards for non-employee directors and third party consultants.

For the nine months ended September 30, 2025, the increase in share-based compensation also includes 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 increases in outside professional fees for the three and nine months ended September 30, 2025 is a result of increased expenditures related to our social media and public awareness campaign, business and financial advisory services, litigation costs related to our cert petition filed with the Supreme Court in 2025, 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 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.

For the three months ended September 30, 2025 and 2024, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.4 million and $9.7 million, respectively.

For the nine months ended September 30, 2025 and 2024, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.5 million and $9.0 million, respectively.

The changes in fair value for the three and nine months ended September 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.

The significant increases in fair value during the nine months ended September 30, 2024 is in large part due to the changes in estimates following the favorable CAFC decision received in September 2024 that remanded the Qualcomm patent enforcement action back to district court.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

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

As of September 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.

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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