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Date of Report (Date of earliest event reported): November 14, 2025

 

(Exact Name of Registrant as Specified in Charter)

 

 

(Registrant’s Telephone Number, Including Area Code)

 

(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):

 

 

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

 

 

 

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 1.01              Entry into a Material Definitive Agreement.

 

On November 14, 2025, ParkerVision, Inc. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with Lewis H. Titterton, Jr., a director of the Company (the “Investor”), pursuant to which the Investor agreed to purchase 4,761,905 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for an aggregate purchase price of $1,000,000.  The $0.21 purchase price per share equals the last reported sale price of the Company’s Common Stock on the OTCQB Venture Market on November 14, 2025.  The closing of the transaction is expected to occur on or prior to November 18, 2025.  The offering was made by the Company directly to the Investor, without an underwriter or placement agent.

 

The offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-287427), which was filed with the Securities and Exchange Commission (“SEC”) on April 25, 2025 and declared effective by the SEC on May 28, 2025, and will be described in more detail in a prospectus supplement to be filed with the 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.

 

 

(d) Exhibits:

 

 

 

 

 

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.