PARKERVISION INC

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

ParkerVision, Inc. (“ParkerVision”, “we” or the “Company”) is in the business of innovating and licensing fundamental wireless technologies.

We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to others 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 a 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 a number 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.

2. Liquidity and Going Concern

For thesix months ended* June 30, 2025*, we incurred a net loss of approximately $5.4 million and incurred negative cash flows from operations of approximately $3.0 million. At* June 30, 2025*, we had cash and cash equivalents of approximately $2.0 million and an accumulated deficit of approximately $453.6 million. At* June 30, 2025*, we had $2.5 million in current liabilities, including approximately $1.1 million in convertible debt that matures over the nexttwelve months. In addition, a significant amount of future proceeds that we* mayreceive from our patent enforcement and licensing programs willfirst* 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 ofone 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 beno assurance we will receive any proceeds from these enforcement actions. Refer to Note12 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 nexttwelve months* may**not* alone be sufficient to cover our working capital requirements. 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 holder and there can beno assurance with respect to the holder's behavior. Even with the conversions or extensions of our convertible debt by the holders, our current capital resources arenot sufficient to meet our liquidity needs for the nexttwelve months and we* maybe required to seek additional capital. Our ability to meet our liquidity needs for the nexttwelve* 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 (iii) our ability to obtain additional debt or equity financing.

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 technology licenses to offset expenses and debt obligations. In the event that we donot 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.

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3. Basis of Presentation

The unaudited condensed consolidated financial statements for thethree andsix month periods ended* June 30, 2025* were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form10-Q and Rule10-01 of Regulation S-X. Operating results for thesix months ended* June 30, 2025*, arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2025*, 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.

The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended* December 31, 2024*. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these unaudited interim condensed consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form10-K for the year ended* December 31, 2024* (“2024 Annual Report”). Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

The unaudited condensed consolidated financial statements include the accounts of ParkerVision, Inc. and its wholly-owned German subsidiary, ParkerVision GmbH, after elimination of all intercompany transactions and accounts. ParkerVision GmbH was dissolved as of* December 31, 2024.*

4. Accounting Policies

There have beenno changes in accounting policies from those stated in our2024 Annual Report. We donot 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.

5. Revenue

We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation fromthird parties that utilize or have utilized our intellectual property without a license. As a result, we* may*receive payments as part of a settlement or in the form of court-awarded damages for a patent infringement dispute. We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”)606, “Revenue from Contracts with Customers.”

No revenue was recognized during thesix months ended* June 30, 2025and2024*.

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6. Loss per Common Share

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each period. Diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation because their effect is anti-dilutive.

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* June 30, 2025and2024* were as follows (in thousands):

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7. Intangible and Other Assets, net

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

8. Related Party Note Payable

We have an unsecured promissory note of approximately $0.3 million payable to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party, for outstanding unpaid fees for legal services. 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.

9. Convertible Notes

For thesix months ended* June 30, 2025*, convertible notes with a face value of $0.4 million were converted, at the option of the holder, into approximately 2.8 million shares of our common stock, including $0.2 million of convertible notes held by related parties. No convertible notes were converted during thesix months ended* June 30, 2024*. We recognized interest expense on our convertible debt of approximately $0.1 million and $0.2 million for thesix months ended* June 30, 2025and2024*, respectively. During thesix months ended* June 30, 2025and2024*, we elected to pay $0.15 million and $0.19 million, respectively, of interest in shares of our common stock and issued approximately 0.4 million shares and 1.1 million shares, respectively, of our common stock as interest-in-kind payments.

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Convertible notes payable at* June 30, 2025* and* December 31, 2024* consist of the following (in thousands):

1 Unless otherwise revoked by the holder withten days of the then-stated maturity date, the maturity date of the note will automatically extend byone year, for a maximum often years.

We haveno convertible notes payable to related parties at* June 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* Mayand August 2022,have a fixed conversion price of $0.13, accrue interest at 8.0% interest per annum, and mature between May 10, 2027and August 3, 2027.*

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10. 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 thesix months ended* June 30, 2025* and the year ended* December 31, 2024* (in thousands):

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”). The Note has a face value of $45.5 million ("Face Value"), accrues simple interest at a fixed rate, and matures on* August 14, 2028.Payments under the Note will be made solely from proceeds from our patent assets, net of contingent fees payable to attorneys ("Distributions"). We are obligated to payone hundred* percent (100%) of thefirst $5.8 million in Distributions to Brickell, and thereafter will pay a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full. If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the maturity date, our remaining repayment obligations under the Note will be reduced tozero with future payment obligations, if any, being determined under the PPFPA. The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants. The Note contains events of default including, butnot limited to, (a) failure to pay principal or interest on the Note when due; (b) breach of representations or covenants, (c) impairment in the perfection or priority of Brickell's security interests in the collateral, and (d) bankruptcy or dissolution of the Company. In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable. The PPFPA extends beyond the maturity date of the Note and provides that Brickell is entitled to a specified percentage of monetary recoveries resulting from our patent-related actions to the extentnot already paid to Brickell under the Note, or otherwise prior to the inception of the Note. The PPFPA also contains standard and customary representations, warranties and covenants. The Note and PPFPA are collectively referred to as our secured contingent payment obligation.

We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note11). 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 $63.3 million and $59.2 million as of* June 30, 2025* and* December 31, 2024*, respectively. The range of potential proceeds payable to Brickell is discussed more fully in Note11. As of* June 30, 2025*, we are in compliance with our obligations under the Note and the PPFPA.

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Unsecured Contingent Payment Obligations

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for thesix months ended* June 30, 2025* and the year ended* December 31, 2024* (in thousands):

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. We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The unsecured contingent payment obligations will be 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 (see Note11).

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11. Fair Value Measurements

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of* June 30, 2025* and* December 31, 2024*. As of* June 30, 2025* and* December 31, 2024*, the estimated fair value of our convertible notes was approximately $2.65 million and $2.81 million, respectively and would be categorized within Level2 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* June 30, 2025* and* December 31, 2024* (in thousands):

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 17.68% and 17.96%, respectively, at* June 30, 2025*, based on risk-free rates of 3.68% and 3.96%, 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 18.27% and 18.21%, respectively, at* December 31, 2024,*based on risk-free rates of 4.27% and 4.21%, respectively, as adjusted by 8% for credit risk and 6% for litigation inherent risk.

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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* June 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.

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. Changes in any of these Level3 inputs could result in a significantly higher or lower fair value measurement.

12. Commitments and Contingencies

Legal Proceedings

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 asthird-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 ourthird-party litigation funder.

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ParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. 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 2022district 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 didnot* infringe the remainingthree patents in the case. We appealed these rulings to the CAFC and oral arguments were heard in* November 2023and the appellate court issued its decision on September 6, 2024.*

In* April 2025,the district court initially denied, and then granted on reconsideration, a Qualcomm motion for athird* claim construction briefing ontwo previously undisputed claim terms that were critical to the 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 thetwo* claim terms. This decision, in essence, precludes us, once again, from asserting our receiver claims in the case. In* June 2025,we filed a Rule54*(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 potentiallytwo separate trials. Qualcomm has filed a motion for partial summary judgement on noninfringement of the receiver claims but has opposed an entry of final judgement under Rule54(b). We also have a pending motion for reconsideration, filed in* March 2025,requesting the court reconsider its initial denial of our request to substitute our infringement and validity expert due to medical incapacity. The court has alsonot* yet ruled on these outstanding motions.No trial date has been established by the district court in this matter.

Our patent infringement case against Qualcomm was originally filed in the Middle District of Florida in* May 2014.The case was stayed in February 2016pending decisions in other cases, including the appeal of a PTAB proceeding with regard to U.S. patent6,091,940* (“the*‘940* Patent”) asserted in this case. In* March 2017,the PTAB ruled in our favor onthree of thesix petitions (the method claims), ruled in Qualcomm’s favor ontwo of thesix petitions (the apparatus claims) and issued a split decision on the claims covered in thesixth* petition. In* September 2018,the Federal Circuit upheld the PTAB’s decision with regard to the‘940* Patent and, in* January 2019,the court lifted the stay in this case. In July 2019,the court issued an order that granted our proposed selection of patent claims from four asserted patents, including the‘940* Patent, and denied Qualcomm’s request to limit the claims and patents. The court also agreed that we* mayelect to pursue accused products that were at issue at the time the case was stayed, as well as new products that were released by Qualcomm during the pendency of the stay. In September 2019,Qualcomm filed a motion for partial summary judgment in an attempt to exclude certain patents from the case, including the‘940* Patent. The court denied this motion in* January 2020.In April 2020,the court issued its claim construction order in which the court adopted our proposed construction forseven of theten* disputed terms and adopted slightly modified versions of our proposed construction for the remaining terms.

Discovery in this case was closed in* January 2021.In March 2021,the court granted Qualcomm’s motion to strike certain of our2020* infringement contentions. As a result of this ruling, in* July 2021,we filed a joint motion for entry of a judgment of non-infringement of our PatentNo.* 7,865,177, subject to appeal. Citing the backlog due to the pandemic, among other factors, the court moved several scheduled deadlines. Joint pre-trial statements were submitted by the parties in* May 2021.In January 2022,the court held a hearing to allow the parties to present their respective positions onthree* outstanding motions. In* March 2022,the district court rulings in favor of Qualcomm closed the district court case, subject to our appeal. As a result of the court’s summary judgment motion in favor of Qualcomm, Qualcomm had the right to petition the court for its fees and costs, a right that was subsequently mooted given the CAFC's decision to vacate the2022* summary judgement decision.

Our damages expert has submitted a report supporting a damages ask of $1.3 billion for Qualcomm’s unauthorized use of our technology. Such amount excludes additional amounts requested by us for interest and enhanced damages for willful infringement. Ultimately, the amount of damages, if any, will be determined by the court.

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ParkerVision v. Apple and Qualcomm (Middle District of Florida-Jacksonville Division)

We have a patent infringement case in the Middle District of Florida against Apple Inc. (“Apple”) and Qualcomm, filed in* December 2015,alleging infringement offour of our patents, which was subsequently reduced toone patent. Fact discovery has closed in this case and a jury trial was scheduled to begin in August 2020.In March 2020,as a result of the impact of COVID-19, the parties filed a motion requesting an extension of certain deadlines in the case. In April 2020,*the court stayed this proceeding pending the outcome of the infringement case against Qualcomm in the Orlando Division of the Middle District of Florida.

ParkerVision v. LG (District of New Jersey)

In* July 2017,we filed a patent infringement complaint in the District of New Jersey against LG for the alleged infringement offour patents previously asserted in the Middle District of Florida (seeParkerVision v. Apple and Qualcomm* above). We elected to dismiss the case originally filed against LG in the Middle District of Florida and re-file in New Jersey as a result of a Supreme Court ruling regarding venue. In* March 2018,*the court stayed this case pending a final decision in ParkerVision v. Apple and Qualcomm in the Middle District of Florida. As part of this stay, LG has agreed to be bound by the final claim construction decision in that case.

ParkerVision v. Realtek (Western District of Texas)

We filedtwo patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), thefirst in2022 and asecond in2023, alleging infringement of an aggregate ofseven of our patents. One of theseven patents was dropped from the litigation in* August 2024.A claim construction hearing was held in January 2024in thefirst* Realtek action and the court adopted the majority of our claim constructions. A jury trial for thefirst Realtek action was originally scheduled for* July 2025,but was rescheduled for January 2026due to ongoing discovery disputes. A claim construction hearing was held in June 2024in thesecond* 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 thesecond* Realtek action has been rescheduled for* April 2026.*

ParkerVision v. TCL (Western District of Texas)

We filedtwo patent infringement actions in the Western District of Texas in2020 and2021 against TCL Industries Holdings Co., Ltd, a Chinese company, TCL Electronics Holdings Ltd., Shenzhen TCL New Technology Co., Ltd, TCL King Electrical Appliances (Huizhou) Co., Ltd., TCL Moka Int'l Ltd. and TCL Moka Manufacturing S.A. DE C.V. (collectively "TCL") alleging infringement of approximately twelve of our patents. The court issued its claim construction recommendations in thefirst TCL case, adopting our claim constructions for nearly all of the disputed terms. In* January 2023,*the TCL action was stayed pending final resolution of patent infringement action filed against Realtek, the manufacturer of the integrated circuits used in TCL's alleged infringing products.

ParkerVision v. MediaTek (Western District of Texas)

We filed three patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), thefirst in2022 andtwo additional cases in2023, alleging infringement of an aggregate often of our patents. One of the patents was dropped from thefirst MediaTek case in2024 and MediaTek likewise terminated aninter partes review ("IPR") petition it had initiated against the same patent. A claim construction hearing was held in* January 2024in thefirst* MediaTek action and the court adopted the majority of our claim constructions. A jury trial for thefirst MediaTek action has been rescheduled for* March 2026.A claim construction hearing was held in June 2024in thesecond* MediaTek action, and, in* January 2025,the court adopted the majority of our claim constructions. The trial for thesecond* MediaTek action was initially scheduled for* November 2026.In July 2025,the parties jointly agreed to stay thesecond* MediaTek case pending the PTAB's final written decision on IPRs that could impact the patents in thissecond case. The IPR decisions are expected in* November 2025.Thethird* MediaTek action has a trial date scheduled for* April 2027.A claim construction hearing was held in thisthird* case in* June 2025,although the court hasnot* yet issued its final claim construction order.

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ParkerVision v. LGE (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against LG Electronics, a South Korean company ("LGE") in2021**, alleging infringement often of our patents. The court issued its claim construction recommendations in* June 2022**,* adopting our claim constructions for nearly all of the disputed terms. In* January 2023**,* the LGE action was stayed pending final resolution of patent infringement actions filed against Realtek and MediaTek as well as final resolution of IPR actions against patents in this case.

ParkerVision v. Texas Instruments (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against Texas Instruments ("TI") in2023, alleging infringement ofthree 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 thethree* patents in this case. The PTAB decisions are expected in* November 2025.*

ParkerVision v. NXP Semiconductors (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in2023, alleging infringement ofthree 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 thethree* patents in this case. The PTAB decision is expected in* November 2025.*

TCL and LGE v. ParkerVision (PTAB)

We appealedtwo IPR actions filed by TCL and LGE against our U.S. patent7,292,835 (“the*‘835* Patent”) and U.S. patent7,110,444 ("the*‘444* Patent"), both of which are asserted in the infringement cases against these parties in the Western District of Texas. In* November 2022,the PTAB issued its written decision ruling that the challenged claims for both patents were unpatentable. We appealed these decisions to the CAFC and oral arguments for both appeals were presented to the CAFC on June 3, 2024.On June 5, 2024,the CAFC issued its final decision, in the form of a Rule36,* in both of these cases, affirming the PTAB rulings. On* November 4, 2024,we submitted a petition for a Writ of Certiorari with the U.S. Supreme Court challenging the CAFC's use of Rule36* to affirm PTAB decisions without a written opinion. On* March 24, 2025,*the Supreme Court denied our petition.

MediaTek v. ParkerVision (PTAB)

MediaTek filed an IPR petition in* November 2023against the'835* Patent, which isone of the patents asserted in thefirst 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 asecond petition for IPR in* May 2024against the'686* Patent which isone of the patents asserted in thesecond MediaTek infringement action. The PTAB instituted this IPR in* November 2024and a final decision is expected in November 2025.In October 2024,MediaTek filed athird* petition for IPR against the*'593* Patent,one of the patents asserted in thethird MediaTek action. The PTAB' instituted this IPR in* March 2025.*

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Texas Instruments and NXP v. ParkerVision (PTAB)

Texas Instruments filedthree petitions for IPR in* May 2024against each of the patents asserted in the TI action. Allthree IPRs were instituted by the PTAB in November 2024and a decision is expected by November 2025.NXP filed petitions for IPR againsttwo of thethree* patents asserted in the NXP action, which are the same astwo 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 thesecond MediaTek case, have been stayed pending the PTAB's decision on these IPRs.

Realtek v. ParkerVision (PTAB)

In* December 2024,Realtek filed petitions for IPR againsttwo* patents asserted in thesecond Realtek action, which are the same as thetwo 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.

13. 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 offive 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 (FileNo.* 333-286486).

Common Stock Warrants

During thesix months ended* June 30, 2025*,5.0 million warrants with an exercise price of $0.74 were exercised via net share exercise forno proceeds, resulting in the issuance of 1.3 million shares of our common stock. In addition, during thesix months ended* June 30, 2025,0.4 million warrants with an exercise price of $0.16 per share expired unexercised. As of June 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* June 30, 2025*, our outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.6 years.

14. Share-Based Compensation

There has beenno 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 our2024 Annual Report.

During thethree andsix months ended* June 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 byfive years, or until January 11, 2031.*No other modifications were made to these awards. We recognized aone-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 thesix months ended* June 30, 2025and2024*, we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $2.8 million and $0.16 million, respectively. Share-based compensation is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive loss. As of* June 30, 2025*, there was $0.5 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 0.8 years.

Our share-based compensation expense includes share-based awards tothird-party consultants. During thesix months ended* June 30, 2025,we issued 260,000 nonqualified share options tothird*-parties as payment for consulting services over an approximateone-year term, and 750,000 performance-based non-qualified share options and 100,000 performance-based RSUs tothird-parties as incentive compensation under their respective consulting agreements. During thesix months ended* June 30, 2024,we issued 120,000 shares of our common stock to athird* party as payment for consulting services over aone-year period.

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15. Segment Information

Our operations constitute asingle reportable segment, focused on licensing our innovative, fundamental wireless technologies, often through patent infringement actions. All revenues, operating expenses, and assets attributable to this segment are reflected in the unaudited condensed consolidated financial statements. Our Chief Executive Officer and Chief Financial Officer, collectively, are considered to be the chief operating decision maker ("CODM"). The CODM uses consolidated net losses, along with consideration of certain significant cash and noncash expense categories, to assess performance by comparing to and monitoring against budget and prior year results. This information is used to manage resources and invest in key strategic priorities.

Segment information for thesix months ended* June 30, 2025and2024* is as follows (in thousands):

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* June 30, 2025* and* December 31, 2024*.

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