STOCK TITAN

ParkerVision (PRKR) registers 16.8M shares; director replaced May 2026

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

ParkerVision, Inc. files a prospectus supplement registering 16,809,295 shares of Common Stock for resale by selling stockholders under its April 28, 2020 prospectus. The supplement notes the company will not receive proceeds from those resales; cash proceeds up to $3,900,000 may result if certain warrants are exercised.

The filing also furnishes a Form 8-K reporting the resignation of director Lewis Titterton due to retirement and the Board's appointment of Anthony Bowers to fill the vacancy and to serve on the Audit and Compensation Committees.

Positive

  • None.

Negative

  • None.

Insights

Resale registration creates potential share overhang; warrant cash exercise could bring limited proceeds.

The prospectus supplement registers 16,809,295 shares for resale, including shares issuable on conversion of notes and warrants. The filing states the company will not receive proceeds from resales; only warrant cash exercises could generate up to $3,900,000.

Actual cash inflows depend on warrant holder decisions; timing and exercise behavior are not disclosed in the excerpt.

Board turnover is routine: retirement resignation and immediate replacement.

The Form 8-K reports Lewis Titterton's resignation due to retirement and the Board's unanimous appointment of Anthony Bowers on May 19, 2026. Mr. Bowers joins the Audit and Compensation Committees and will receive standard non-employee director compensation.

The filing discloses an indemnification agreement and a furnished press release; no related-party transactions or Item 404 disclosures are reported.

Registered shares 16,809,295 shares Prospectus Supplement dated May 21, 2026
Maximum warrant cash proceeds $3,900,000 If Aspire and Tailwinds warrants exercised for cash
Convertible shares (Notes) 4,961,538 shares Issuable upon conversion of convertible promissory notes (fixed prices $0.10 and $0.13)
Purchased/issued shares 3,907,331 shares Issued pursuant to securities purchase agreements dated Jan–Mar 2020
Shares for services/repayments 2,740,426 shares Issued as payment for services and repayment of loans and accounts payable
Aspire warrant Up to 5,000,000 shares Five-year warrant with $0.74 exercise price, subject to adjustment
Tailwinds warrant Up to 200,000 shares Three-year warrant with $1.00 exercise price, subject to adjustment
selling stockholders regulatory
"permits the resale by the selling stockholders listed in the Prospectus"
Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.
convertible promissory note financial
"issuable upon conversion of, and for the payment of interest from time to time at our option, for a convertible promissory note dated September 13, 2019"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
warrant financial
"issuable upon exercise of a five-year warrant with an exercise price of $0.74 per share"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
prospectus supplement regulatory
"This Prospectus Supplement relates to the prospectus dated April 28, 2020"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Offering Type resale/secondary
Use of Proceeds Proceeds from warrant cash exercises, if any, expected to be used for general working capital and corporate purposes
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

Filed pursuant to Rule 424(b)(3)

Registration No. 333-237762

 

PROSPECTUS SUPPLEMENT No. 75

(to Prospectus dated April 28, 2020)

 

PARKERVISION, INC.

16,809,295 Shares of Common Stock

 

This Prospectus Supplement relates to the prospectus dated April 28, 2020, as amended and supplemented from time to time (the “Prospectus”), which permits the resale by the selling stockholders listed in the Prospectus of up to 16,809,295 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) up to 4,961,538 shares of Common Stock issuable upon conversion of, and for the payment of interest from time to time at our option, for a convertible promissory note dated September 13, 2019 which has a fixed conversion price of $0.10 per share and convertible promissory notes dated January 8, 2020 which have a fixed conversion price of $0.13 per share (the “Notes”), (ii) an aggregate of 3,907,331 shares of Common Stock issued pursuant to securities purchase agreements dated January 9, 2020, January 15, 2020, March 5, 2020 and March 19, 2020, (iii) an aggregate of 2,740,426 shares of Common Stock issued as payment for services and repayment of short-term loans and other accounts payable, including interest, (iv) up to 5,000,000 shares of Common Stock issuable upon exercise of a five-year warrant with an exercise price of $0.74 per share, subject to adjustment and issued pursuant to a warrant agreement with Aspire Capital Fund LLC (“Aspire”) and (v) up to 200,000 shares of Common stock issuable upon exercise of a three-year warrant with an exercise price of $1.00 per share, subject to adjustment and issued pursuant to a warrant agreement with Tailwinds Research Group LLC (“Tailwinds”).

 

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the Aspire and Tailwinds warrants are exercised for cash, we will receive up to an aggregate of $3,900,000 in gross proceeds. We expect to use proceeds received from the exercise of the Aspire and Tailwinds warrants, if any, for general working capital and corporate purposes.

 

This Prospectus Supplement is being filed to update and supplement the information previously included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2026.  Accordingly, we have attached the 8-K to this prospectus supplement.  You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

 

Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement.  Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.

 

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

 

Our Common Stock is listed on the OTCQB Venture Capital Market under the ticker symbol “PRKR.” 

 

Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the SEC nor any such authority has approved or disapproved these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is May 21, 2026.

 

 

 

 

 

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): May 15, 2026

 

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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 15, 2026, Mr. Lewis Titterton resigned from the Board of Directors (the “Board”) of ParkerVision, Inc. (the "Company"), and from the Audit and Compensation Committees on which he served.  Mr. Titterton’s resignation was due to retirement and not due to any disagreement with the Company or any matter relating to the Company's operations, policies or practices. 

 

On May 19, 2026, the Board unanimously appointed Anthony Bowers to fill the director vacancy created by Mr. Titterton’s resignation.  Mr. Bowers was also appointed to the Audit and Compensation Committees of the Board.

 

Mr. Bowers, age 69, has served as Director of Corporate Sales at Intro-act, LLC since 2017.  Prior to joining Intro-act, LLC, Mr. Bowers held positions in corporate and institutional sales, including leadership roles at OTR Global and Goldman Sachs.  Mr. Bowers holds an MBA in Accounting and Finance from the Wharton School and a bachelor's degree in economics from Amherst College. 

 

There are no arrangements or understandings between Mr. Bowers and any other persons pursuant to which he was selected as a director.  There are no transactions involving Mr. Bowers requiring disclosure under Item 404(a) of Regulation S-K.

 

Mr. Bowers will receive the Company's standard non-employee director compensation arrangements.  The Company entered into its standard indemnification agreement with Mr. Bowers.

 

The Company issued a press release announcing the resignation of Mr. Titterton and the appointment of Mr. Bowers, a copy of which is furnished herewith as Exhibit 99.1.

 

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit

Description

99.1 Press Release dated May 21, 2026
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: May 21, 2026

   
   

PARKERVISION, INC.

     
   

By /s/ Cynthia French

   

Cynthia French

   

Chief Financial Officer

 

 

FAQ

What does ParkerVision's prospectus supplement register?

It registers 16,809,295 shares of Common Stock for resale by selling stockholders, including shares from conversions, issuances for services, and warrants, under the April 28, 2020 prospectus and this May 21, 2026 supplement.

Will ParkerVision receive proceeds from the registered resale?

The company states it will not receive proceeds from resales by the selling stockholders; however, if warrants held by Aspire and Tailwinds are exercised for cash, the company could receive up to $3,900,000 in gross proceeds.

How are the 16,809,295 shares composed?

The shares include 4,961,538 issuable on note conversion, 3,907,331 issued under purchase agreements, 2,740,426 issued for services/repayments, and up to 5,200,000 issuable upon exercise of two warrants, as described in the supplement.

Who resigned from ParkerVision's Board and who replaced them?

Director Lewis Titterton resigned due to retirement. The Board appointed Anthony Bowers on May 19, 2026 to fill the vacancy and to serve on the Audit and Compensation Committees.

What compensation and agreements accompany the new director appointment?

Mr. Bowers will receive the company's standard non-employee director compensation and the company entered into its standard indemnification agreement with him; no transactions requiring Item 404 disclosure were reported.