Parkervision Inc: Form 10-Q for the period ended Mar 31, 2026

Forward-Looking Statements

We believe that it is important to communicate our future expectations to our shareholders and to the public. This Quarterly Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item. When used in this Quarterly Report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.” Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. 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, 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://parkervision.com/investors). 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 “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.

Overview

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. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television, and other WiFi product providers, as well as semiconductor suppliers, for the infringement of several of our RF patents. We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.

Recent Events

Legal Proceedings

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 ParkerVision v. Qualcomm.

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 $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. 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.

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; 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. 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. 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.

We expect to continue to invest in the support of our patent licensing and enforcement program. The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technologies and/or products to offset expenses and debt obligations. In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs. 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.

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 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.

Selling, General, and Administrative Expenses

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 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

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs. We estimated the fair value of our secured and unsecured contingent payment obligations using a probability-weighted income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate. Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value. 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 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 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

There have been no 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.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2026, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report. In addition to the information in this Quarterly Report, the risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.