UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1214, 2025

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)


Florida	000-22904	59-2971472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida	32207
(Address of Principal Executive Offices)	(Zip Code)

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0201 Entry ~~Results~~into ofa ~~Operations~~Material ~~and~~Definitive ~~Financial Condition~~Agreement.

On November 1214, 2025, ParkerVision, Inc. (the “Company”) ~~issued~~entered into a ~~press~~subscription ~~release~~agreement (the “Subscription Agreement”) with Lewis H. Titterton, Jr., a director of the Company (the “Investor”), pursuant to which ~~reported~~the ~~financial~~Investor ~~and~~agreed ~~operating~~to ~~results~~purchase ~~for~~4,761,905 shares of the ~~three~~Company’s ~~and~~common ~~nine~~stock, ~~months~~par ~~ended~~value ~~September~~$0.01 30per share (“Common Stock”), ~~2025~~for an aggregate purchase price of $1,000,000. AThe ~~copy~~$0.21 purchase price per share equals the last reported sale price of the ~~press~~Company’s ~~release~~Common isStock ~~attached~~on asthe ~~Exhibit~~OTCQB 99Venture Market on November 14, 2025.1 The ~~and~~closing of the transaction is ~~incorporated~~expected ~~herein~~to occur on or prior to November 18, 2025. The offering was made by ~~reference~~the Company directly to the Investor, without an underwriter or placement agent.

The ~~information~~offering ~~contained~~was inmade ~~this~~pursuant ~~Current~~to ~~Report~~the Company’s existing shelf registration statement on Form 8S-K,3 ~~including~~(Registration ~~Exhibit 99~~No.1 ~~hereto~~333-287427), ~~has~~which ~~been~~was ~~“furnished” and shall not be deemed “~~filed” ~~for~~with ~~purposes of Section 18 of~~ the Securities and Exchange ~~Act~~Commission of(“SEC”) ~~1934,~~on asApril ~~amended~~25, or2025 ~~otherwise~~and ~~subject~~declared toeffective ~~liability~~by ~~under~~the ~~that~~SEC ~~section. The~~on ~~information~~May in28, ~~this~~2025, ~~Current~~and ~~Report~~will ~~shall not~~ be ~~incorporated~~described byin ~~reference~~more ~~into~~detail ~~any~~in ~~filing~~a orprospectus ~~other~~supplement ~~document pursuant~~ to ~~the Securities Act of 1933, as amended, except as shall~~ be ~~expressly~~filed ~~set~~with ~~forth~~the ~~by specific reference in such filing or document~~SEC.

Because the Investor is a member of the Company’s board of directors, the transaction was reviewed and approved by the disinterested members of the Company’s board of directors in accordance with Section 607.0832 of the Florida Business Corporation Act.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release
5.1	Opinion of Graubard Miller
10.1	Subscription Agreement dated November 14, 2025, between ParkerVision, Inc. and Lewis H. Titterton, Jr.
23.1	Consent of Graubard Miller (included as part of Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 12, 2025
Dated: November 17, 2025
		PARKERVISION, INC.
		By /s/ Cynthia French
		Cynthia French
		Chief Financial Officer

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