What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-12 · 195 added, 241 removed, 349 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except par value data)

September 30, 2025

March 31, 2026

December 31, 2025

21 unchanged sentences

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, 120,394 and 113,970 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 225,000 shares authorized, 147,535 and 143,156 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

10 unchanged sentences

(in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Licensing revenue

Cost of sales

( 36 ) ( 54 )

Selling, general, and administrative expenses

2 unchanged sentences

Interest expense

( 60 ) ( 73 )

Loss on extinguishment of debt

Change in fair value of contingent payment obligations

Total other income (expense)

( 397 ) ( 2,461 )

Total other expense

( 559 ) ( 2,502 )

Provision for income taxes

( 1,553 ) ( 3,799 )

Other comprehensive income, net of tax

Comprehensive loss

$ ( 1,553 ) $ ( 3,799 )

Basic and diluted net loss per common share

Weighted average common shares outstanding

$ ( 0.01 ) $ ( 0.03 )

Basic and diluted weighted average common shares outstanding

144,778 115,831

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

9 unchanged sentences

143,156 $ 1,432 $ 409,072 $ ( 455,608 ) $ ( 45,104 )

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

Issuance of common stock in debt exchange

3,277 32 787 - 819

7 unchanged sentences

147,535 $ 1,475 $ 410,162 $ ( 457,161 ) $ ( 45,524 )

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

5 unchanged sentences

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

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

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

- - ( 5 ) - ( 5 )

7 unchanged sentences

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

Balance as of September 30, 2024

Balance as of March 31, 2025

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

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 1,553 ) $ ( 3,799 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Loss on changes in fair value of contingent payment obligations

Gain on disposal/impairment of equipment and intangible assets

Loss on debt extinguishment

Paid in kind interest expense

1 unchanged sentence

Prepaid expenses and other assets

( 115 ) ( 129 )

Accounts payable and accrued expenses

Net cash used in operating activities

( 851 ) ( 1,827 )

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 financing activities

( 86 ) ( 34 )

Net cash (used in) provided by financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS

( 937 ) ( 1,638 )

CASH AND CASH EQUIVALENTS, beginning of period

CASH AND CASH EQUIVALENTS, end of period

$ 3,423 $ 3,280

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

11 unchanged sentences

Liquidity and Going Concern

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.

For the three months ended March 31, 2026 , we incurred a net loss of approximately $ 1.6 million and incurred negative cash flows from operations of approximately $ 0.9 million.

At March 31, 2026 , we had cash and cash equivalents of approximately $ 3.4 million and an accumulated deficit of approximately $ 457.2 million.

At March 31, 2026 , we had working capital of $ 1.7 million, a decrease of approximately $ 0.5 million from working capital at December 31, 2025.

Our current liabilities at March 31, 2026 include $ 0.9 million in convertible debt that matures over the next twelve months if not extended by one year at the holder's option in accordance with the terms of the note.

The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict.

Furthermore, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will 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 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.

Refer to Note 12 for a complete discussion of our patent enforcement proceedings.

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.

3 unchanged sentences

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 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.

The unaudited condensed consolidated financial statements for the three month period ended March 31, 2026 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, 2026 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 , 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.

4 unchanged sentences

Accounting Policies

There have been no changes in accounting policies from those stated in our 2024 Annual Report.

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024 - 04, Debt - Debt with Conversion and Other Options (Subtopic 470 - 20 ) - Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether a transaction should be accounted for as an induced conversion or an extinguishment of convertible debt when changes are made to conversion features as part of an offer to settlement the instrument.

We adopted ASU 2024 - 04 beginning January 1, 2026, however, it did not have a material impact on our unaudited condensed consolidated financial statements.

There have been no other changes in accounting policies from those stated in our 2025 Annual Report.

We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

2 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 nine months ended September 30, 2025 and 2024 .

No revenue was recognized during the three months ended March 31, 2026 and 2025 .

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 September 30, 2025 and 2024 were as follows (in thousands):

September 30,

These anti-dilutive common share equivalents at March 31, 2026 and 2025 were as follows (in thousands):

Options outstanding

34,916 24,853

Unvested RSUs

1 unchanged sentence

Shares underlying convertible notes

20,709 26,417

58,223 56,366

Intangible and Other Assets, net

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

September 30, 2025

March 31, 2026

December 31, 2025

Patents and copyrights

$ 10,488 $ 10,488

Accumulated amortization

( 9,832 ) ( 9,796 )

Property and equipment, net

2 unchanged sentences

The SKGF note, as amended from time to time, accrues interest at a rate of 4 % per annum, requires monthly payments of principal and interest of $ 12,500 with a final balloon payment of approximately $ 0.02 million in April 2027.

We are currently in compliance with all the terms of the note.

Convertible Notes

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):

For the three months ended March 31, 2026 , convertible notes with a face value of $ 0.1 million were converted, at the option of the holder, into approximately 0.8 million shares of our common stock and convertible notes with a face value of $ 0.05 million were repaid upon maturity.

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.

Additionally, during the three months ended March 31, 2026 , we entered into exchange agreements to exchange outstanding principal and accrued interest of approximately $ 0.7 million of convertible notes for unregistered shares of our common stock (see Note 13 ).

We recognized interest expense on our convertible debt of approximately $ 0.06 million and $ 0.07 million, respectively for each of the three months ended March 31, 2026 and 2025 .

During the three months ended March 31, 2026 and 2025 , we elected to pay approximately $ 0.05 million and $ 0.06 million, respectively, of interest in shares of our common stock and issued approximately 0.2 million shares and 0.1 million shares, respectively, of our common stock as interest-in-kind payments.

Convertible notes payable at March 31, 2026 and December 31, 2025 consist of the following (in thousands):

Principal Outstanding as of

September 30,

Fixed Conversion Rate

6 unchanged sentences

Convertible notes dated June/July 2019

$ 0.10 8.0 % January 15, 2026 to March 19, 2026

$ 0.10 8.0 % January 15, 2026

Convertible notes dated July 18, 2019

2 unchanged sentences

$ 0.13 8.0 % January 8, 2027 1

Convertible notes dated May-August 2022

$ 0.13 8.0 % May 10, 2027 to August 3, 2027

Convertible notes dated June-August 2022

$ 0.13 8.0 % June 2, 2027 to August 3, 2027

Convertible note dated January 11, 2023

6 unchanged sentences

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, 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 nine months ended September 30, 2025 and the year ended December 31, 2024 (in thousands):

Nine Months Ended September 30, 2025

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):

Three Months Ended March 31, 2026

Year Ended December 31, 2025

Secured contingent payment obligation, beginning of period

$ 39,650 $ 40,724

Change in fair value

494 ( 1,074 )

Secured contingent payment obligation, end of period

$ 40,144 $ 39,650

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”).

12 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 $ 65.3 million and $ 59.2 million as of September 30, 2025 and December 31, 2024 , respectively.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 69.4 million and $ 67.4 million as of March 31, 2026 and December 31, 2025 , respectively.

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

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 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

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):

Three Months Ended March 31, 2026 Year Ended December 31, 2025

Unsecured contingent payment obligations, beginning of period

$ 6,439 $ 5,935

Change in fair value

Unsecured contingent payment obligations, end of period

$ 6,342 $ 6,439

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.

2 unchanged sentences

Fair Value Measurements

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):

The fair values of cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses, and other current liabilities approximate their carrying values because of the short-term nature of these instruments.

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 .

As of March 31, 2026 and December 31, 2025 , the estimated fair value of our convertible notes was approximately $ 2.0 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 March 31, 2026 and December 31, 2025 (in thousands):

Fair Value Measurements

3 unchanged sentences

Significant Unobservable Inputs (Level 3)

September 30, 2025:

March 31, 2026:

Secured contingent payment obligation

$ 40,144 $ - $ - $ 40,144

Unsecured contingent payment obligations

6,342 - - 6,342

Fair Value Measurements

5 unchanged sentences

Secured contingent payment obligation

$ 39,650 $ - $ - $ 39,650

Unsecured contingent payment obligations

6,439 - - 6,439

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 17.61 % 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 17.81 % and 17.79 %, respectively, at March 31, 2026 , based on risk-free rates of 3.81 % and 3.79 %, 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 17.55 % and 17.47 %, respectively, at December 31, 2025 , based on risk-free rates of 3.55 % and 3.47 %, 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 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

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, 2026 and December 31, 2025 , 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, 2026

Secured Contingent Payment Obligation

4 unchanged sentences

Estimated undiscounted cash outflows (in millions)

$ - $ 70.8 $ 150.3 $ - $ 8.1 $ 10.8

Duration (in years)

0.8 3.8 4.3 0.8 1.8 3.3

Estimated probabilities

15 % 21 % 30 % 15 % 21 % 30 %

December 31, 2025

5 unchanged sentences

Estimated undiscounted cash outflows (in millions)

$ - $ 70.8 $ 150.3 $ - $ 8.1 $ 10.8

Duration (in years)

0.5 3.7 4.5 0.5 1.5 3.0

Estimated probabilities

15 % 21 % 30 % 15 % 21 % 30 %

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.

3 unchanged sentences

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business.

These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us in an attempt to invalidate certain of our patent claims.

The majority of our litigation is being paid for through contingency fee arrangements with our litigation counsel as well as third -party litigation financing.

Patent and Trademark Office (“PTAB”) in an attempt to invalidate certain of our patent claims.

The majority of our litigation, including our PTAB proceedings, is being paid for through contingency fee arrangements with our litigation counsel as well as third -party litigation financing.

In general, litigation counsel is entitled to recoup on a priority basis, from litigation proceeds, any out-of-pocket expenses incurred.

Following reimbursement of out-of-pocket expenses, litigation counsel is generally entitled to a percentage of remaining proceeds based on the terms of the specific arrangement between us, counsel and our third -party litigation funder.

In addition, we are currently in arbitration proceedings with a former litigation firm for disputed amounts due upon termination of that firm's engagement.

We have been indemnified by our subsequent litigation firm for the costs of these proceedings.

We have a number of cases pending in the Western District of Texas.

Judge Albright, the assigned district court judge in all of our cases in Texas, has announced his intent to step down from the bench at the end of summer 2026.

As a result, the scheduled deadlines in each of our Texas cases may be impacted.

ParkerVision v.

1 unchanged sentence

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.

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, 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.

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.

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.

Realtek (Western District of Texas)

We filed two patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp.

("Realtek"), the first in 2022 and a second in 2023, alleging infringement of an aggregate of seven of our patents.

One of the seven patents was dropped from the litigation in August 2024.

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 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.

Qualcomm currently has a second appeal underway at the United States Court of Appeals for the Federal Circuit ("CAFC") with respect to this case.

In September 2024, the CAFC issued its opinion on the first appeal of pre-trial rulings in this case, ruling in our favor on all issues and remanding the case back to district court.

Upon reopening the case, the district court granted on reconsideration, a Qualcomm motion for a third claim construction briefing with respect to two previously undisputed claim terms that were critical to the September 2024 appellate court decision.

In May 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, precluded us, once again, from asserting our receiver claims in the case.

The district court granted this motion in August 2025 and we immediately filed an appeal with the CAFC.

The CAFC ordered an expedited schedule and oral arguments are scheduled for June 1, 2026.

ParkerVision v.

2 unchanged sentences

and MediaTek USA Inc.

(collectively, "MediaTek"), the first in 2022 and two additional cases in 2023, alleging infringement of an aggregate of ten of our patents.

One of the patents was dropped from the first MediaTek case in 2024 and MediaTek likewise terminated an inter partes review (" IPR ") petition it had initiated against the same patent.

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

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, 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.

(collectively, "MediaTek"), alleging infringement of an aggregate of ten of our patents.

A jury trial for the first MediaTek action was scheduled to commence on March 20, 2026.

However, on March 16, 2026 at a pretrial conference, the court postponed the trial date pending requested updates to the expert reports and related briefings.

Although a new trial date has not yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by May 8, 2026, submission of MediaTek's responsive expert reports by June 5, 2026, close of expert discovery regarding the amended reports by June 19, 2026, and final deadline for all pre-trial motions of July 31, 2026.

The second MediaTek action has been stayed pending the PTAB's final written decisions on IPRs that could impact the patents in this second case.

The IPR decisions are expected in May 2026.

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

ParkerVision v.

Realtek (Western District of Texas)

We filed two patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp.

("Realtek"), alleging infringement of an aggregate of seven of our patents.

One of the seven patents was dropped from the litigation in August 2024.

The two Realtek cases were scheduled for trial in January 2026 and April 2026, respectively.

In December 2025, the court combined the two cases into a single trial scheduled to commence April 27, 2026, and the parties agreed to narrow the combined case to an aggregate of three patents.

In April 2026, as a result of the amended expert reports requested in ParkerVision v.

MediaTek , the court postponed the April 27, 2026 trial date.

Although a new trial date has not yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by May 21, 2026, submission of MediaTek's responsive expert reports by June 11, 2026, close of expert discovery regarding the amended reports by June 19, 2026, and final deadline for all pre-trial motions of July 27, 2026.

ParkerVision v.

Texas Instruments (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against Texas Instruments ("TI") in 2023, alleging infringement of three of our patents.

In December 2023, TI filed a motion to change venue to the Northern District of Texas which the court denied in August 2024.

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

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.

This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

ParkerVision v.

1 unchanged sentence

We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in 2023, alleging infringement of three of our patents.

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

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.

This case was stayed in 2025 pending the PTAB's final written decision on IPRs for the three patents in this case (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

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.

In May, 2024, the PTAB instituted the IPR petition.

MediaTek withdrew its petition and the IPR was terminated in September 2024, following our dismissal of the '835 Patent from the patent infringement action against MediaTek.

MediaTek filed a second petition for IPR in May 2024 against the '686 Patent which is one of the patents asserted in the second MediaTek infringement action.

The PTAB instituted this IPR in November 2024 and a final decision is expected in November 2025.

In October 2024, MediaTek filed a third petition for IPR against the '593 Patent, one of the patents asserted in the third MediaTek action.

The PTAB' instituted this IPR in March 2025.

MediaTek filed a petition for IPR in May 2024 against one of the patents asserted in the second MediaTek infringement action.

The PTAB instituted this IPR in November 2024 and the PTAB is expected to issue its decision in May 2026.

In October 2024, MediaTek filed a third petition for IPR against one of the patents asserted in the third MediaTek action.

The PTAB' instituted this IPR in March 2025 and on March 31, 2026, the PTAB issued its decision, ruling that the challenged claims in this petition were unpatentable.

We have until June 1, 2026 to appeal the PTAB decision to the CAFC.

Texas Instruments and NXP v.

1 unchanged sentence

Texas Instruments filed three petitions for IPR in May 2024 against each of the patents asserted in the TI action.

All three IPRs were instituted by the PTAB in November 2024 and a decision is expected by November 2025.

NXP filed petitions for IPR against two of the three patents asserted in the NXP action, which are the same as two of the patents asserted in the TI action.

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 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.

All three IPRs were instituted by the PTAB in November 2024 and in December 2024, the PTAB granted a motion by NXP to join two of the IPRS that for patents asserted against NXP.

In November 2025, the PTAB issued its final written decision in one of the IPRs filed by TI, deeming our challenged patent claims to be unpatentable.

We filed a request for review of this decision by the U.S.

Patent and Trademark Office director and that request was denied in March 2026.

We have until May 24, 2026 to appeal this PTAB decision to the CAFC.

The PTAB extended its deadlines with respect to the two joint TI/NXP IPRs until May 2026.

In addition to the actions discussed above, we have additional patent infringement actions against Qualcomm, Apple, Inc., LG, LG Electronics, and TCL that have been stayed pending the outcomes of other active cases.

We also have an ongoing arbitration with the law firm of Goldberg Segalla, LLP over Goldberg claims for contingency fees, disbursements and other advances.

There have been no material changes to these outstanding legal proceedings during the quarter ended March 31, 2026.

Stock Authorization and Issuance

Stock Issuances

Private Placements

In December 2024, we entered into securities purchase agreements with accredited investors for the sale of 10,000,000 shares of our common stock and 2,000,000 warrants at a price of $ 0.50 per share for aggregate gross proceeds of $ 5.0 million.

The warrants are exercisable for a period of five years at an exercise price of $0.50 per share and have an estimated fair value of approximately $ 0.8 million.

The shares were registered for resale on a registration statement that was declared effective on April 24, 2025 ( File No.

333 - 286486 ).

Debt Exchange

On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes that had a fixed conversion price of $ 0.25 per share and matured in March 2026.

Pursuant to the agreements, the holders agreed to exchange the outstanding principal amount of the notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for unregistered shares of our common stock at an exchange price of $ 0.21 per share.

In connection with the exchange, we issued an aggregate of approximately 3.3 million shares of common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal and unpaid interest of approximately $ 0.7 million (see Note 9 ).

We recognized a loss of approximately $ 0.1 million as a result of the debt extinguishment.

Shelf Registration and Registered Direct Offerings

In May 2025, we filed a shelf registration statement ("Shelf") for the offering of various securities, up to $ 25.0 million.

The Shelf, which was declared effective May 25, 2025, was intended to provide flexibility for our future capital needs and to fund working capital, capital expenditures, vendor purchases, and other capital needs.

During the year ended December 31, 2025, we sold an aggregate of 21.2 million shares of common stock under the Shelf for gross proceeds of $ 4.5 million.

Upon filing our 2025 Annual Report, we no longer satisfied the market capitalization eligibility requirements of the Shelf and therefore it can no longer be utilized for our future capital needs.

Common Stock Warrants

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 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.

During the three months ended March 31, 2026 , 1.8 million warrants, with a weighted average exercise price of $ 1.67 per share, expired unexercised.

As of March 31, 2026 , we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $ 0.60 per share and a weighted average remaining life of approximately 3.1 years.

These warrants have an estimated grant date fair value of $ 1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.

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 2025 Annual Report.

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.

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 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.

On January 22, 2026, our compensation committee approved grants, under our 2019 Long-term Incentive Plan (the "2019 Plan"), of nonqualified performance-based stock options to the CEO, CFO, and a key employee for the purchase of an aggregate of 9.0 million shares.

The options have a five -year performance period, with quarterly measurement dates, and expire ten years from the date of grant.

Vested options are exercisable at a price of $ 0.24 per share, which was the last sale price of our common stock on the date of grant.

The performance conditions for vesting of these options are based on cumulative net cash received by the company from its patent enforcement actions, after deduction of all attorney contingency fees and contractual repayments of contingent payment obligations to third parties.

The aggregate grant-date fair value of the performance-based awards is approximately $ 2.2 million which is amortized to share-based compensation expense over the performance period based on the probability of the performance condition being met which is assessed at each interim reporting period.

Upon forfeiture of performance-based options, any previously recognized share-based compensation expense is reversed.

The compensation committee also approved grants, under the 2019 Plan, of nonqualified time-based stock options to key employees, including our CFO, for the purchase of up to 1.8 million shares of our common stock at an exercise price of $ 0.24 per share.

The time-based options vest in four equal biannual installments over a two -year period beginning July 22, 2026, and expire five years from the date of grant.

In addition, each of our non-employee directors were awarded 370,000 nonqualified stock options with an exercise price of $ 0.24 per share for 2026 director compensation.

The director awards vest in two bi-annual installments beginning July 22, 2026.

For the three months ended March 31, 2026 and 2025 , we recognized share-based compensation expense of approximately $ 0.2 million and $ 0.1 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.

As of March 31, 2026 , there was $ 1.6 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 3.5 years.

5 unchanged sentences

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

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,

Segment information for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

Three Months Ended March 31,

Licensing gross margin

3 unchanged sentences

Personnel related expenses

427 365 1,256 1,085

Litigation & legal expenses

23 202 357 259

Third-party consulting expenses

282 27 677 70

Patent maintenance expenses

1 unchanged sentence

Share-based compensation

386 120 3,159 278

In-kind interest expense

64 97 199 295

Loss on debt extinguishment

Change in fair value of contingent payment obligations

357 9,676 514 8,954

Other segment items 1

$ ( 1,553 ) $ ( 3,799 )

$ ( 1,966 ) $ ( 10,807 ) $ ( 7,399 ) $ ( 11,827 )

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 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.

Our segment assets represent our total assets as presented on the unaudited condensed consolidated balance sheets at March 31, 2026 and December 31, 2025 .

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

4 unchanged sentences

Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and in this Item 2 of Part I of this Quarterly Report.

Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, the timely development and commercial acceptance of new products and technologies, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future.

Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future.

We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Corporate Website

We announce investor information, including news and commentary about our business, financial performance and related matters, SEC filings, notices of investor events, and our press and earnings releases, in the investor relations section of our website (http://ir.parkervision.com).

Additionally, if applicable, we webcast our earnings calls and certain events we participate in or host with members of the investment community in the investor relations section of our website.

Investors and others can receive notifications of new information posted in the investor relations section in real time by signing up for email alerts and/or RSS feeds.

Further corporate governance information, including our governance guidelines, board of directors (“Board”) committee charters, and code of conduct, is also available in the investor relations section of our website under the heading “Corporate Governance.” The content of our website is not incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Further corporate governance information, including our governance guidelines, board of directors (“Board”) committee charters, and code of conduct, is also available in the investor relations section of our website under the heading “Leadership and Governance.” The content of our website is not incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

We have invented and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to third parties for use in wireless communication products.

6 unchanged sentences

Legal Proceedings

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 September 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.

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.

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.

On April 21, 2026, the Court of Appeals for the Federal Circuit ("CAFC") has scheduled oral arguments for June 1, 2026 in our expedited appeal of the district court decision in P arkerVision v.

The patent infringement trials against MediaTek and Realtek, scheduled to commence in March 2026 and April 2026, respectively, were postponed by the district court pending updates to the expert reports and related briefings.

The parties have submitted proposed amended scheduling orders to the court that include submission of our revised expert reports in May 2026, submission of the defendants' responsive expert reports in June 2026, and final deadlines for all pre-trial motions by the end of July 2026.

The revised trial dates are yet to be determined, and the district court judge assigned to these cases has recently announced his intent to step down at the end of summer 2026.

We do not yet know the impact of the district court judge's retirement on the case schedules for our cases pending in the Western District of Texas.

See Note 12 to our unaudited condensed consolidated financial statements for a complete update on our legal proceedings.

Debt Exchange

On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes.

Pursuant to the agreements, the holders agreed to exchange the outstanding principal amount of the notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for shares of our common stock at an exchange price of $0.21 per share.

In connection with the exchanges we issued an aggregate of 3,277,099 shares of common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.

Liquidity and Capital Resources

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

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.

We used cash for operations of approximately $0.9 million and $1.8 for the three months ended March 31, 2026 and 2025, respectively.

The decrease in cash used for operations from 2025 to 2026 is primarily due to accrued bonuses paid in and increases in legal, accounting and other third-party professional fees for services during the three months ended March 31, 2025.

At March 31, 2026, we had cash and cash equivalents of approximately $3.4 million and an accumulated deficit of $457.2 million.

Our working capital at March 31, 2026, was $1.7 million, a decrease of approximately $0.5 million from working capital at December 31, 2025.

Our current liabilities at March 31, 2026 include $0.9 million in convertible debt that matures over the next twelve months if not extended by one year at the holder's option in accordance with the terms of the note.

The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict.

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

Our convertible notes have conversion prices that are below the market price of our common stock as of March 31, 2026.

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;

3 unchanged sentences

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.

2 unchanged sentences

Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

Financial Condition

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

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Revenue and Cost of Sales

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.

We reported no licensing revenue for the three months ended March 31, 2026 and 2025.

Cost of sales for the three months ended March 31, 2026 and 2025 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.

1 unchanged sentence

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.

Our selling, general and administrative expenses decreased by $0.3 million, or 22.9%, during the three months ended March 31, 2026 when compared to the same period in 2025.

This is primarily the result of a $0.3 million decrease in outside professional fees, including litigation related costs.

The decrease in outside professional fees for the three months ended March 31, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs related to our cert petition filed with the Supreme Court in 2025.

Change in Fair Value of Contingent Payment Obligations

3 unchanged sentences

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 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.

For the three months ended March 31, 2026 and 2025, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.4 million and $2.5 million, respectively.

The changes in fair value for the three months ended March 31, 2026 and 2025 were 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 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.

The outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.3 years.

As of March 31, 2026, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 3.1 years.

These warrants have an estimated grant date fair value of $1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.

Critical Accounting Policies

4 unchanged sentences

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