PARKERVISION INC

Previous wording

In April 2025, the district court initially denied, and then granted on reconsideration, a Qualcomm motion for a third claim construction briefing on two previously undisputed claim terms that were critical to the September 2024 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 the two claim terms. This decision, in essence, precludes us, once again, from asserting our receiver claims in the case. In June 2025, we filed a Rule 54(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 potentially two 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 Rule 54(b). The court has not yet ruled on these motions.

Current wording

In April 2025, the district court initially denied, and then granted on reconsideration, a Qualcomm motion for a third claim construction briefing on two previously undisputed claim terms that were critical to the September 2024 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 the two claim terms. This decision, in essence, precludes us, once again, from asserting our receiver claims in the case. In June 2025, we filed a Rule 54(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 potentially two separate trials. On October 2, 2025, the court granted our Rule 54(b) motion and we immediately filed our appeal with the Court of Appeals for the Federal Circuit ("CAFC"). On October 23, 2025, the CAFC granted our motion for an expedited schedule for the appeal. Based on the CAFC's ruling, briefings by both parties are to be completed by February 2026 with oral arguments scheduled at the first available date thereafter.

Previous wording

We used cash for operations of approximately $3.0 million and $1.4 for the six months ended June 30, 2025 and 2024, respectively. The increase in cash used for operations from 2024 to 2025 is primarily due to accrued bonuses paid and increases in legal, accounting and other third-party professional fees for services during the six months ended June 30, 2025.

Current wording

We used cash for operations of approximately $4.1 million and $2.1 for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash used for operations from 2024 to 2025 is primarily due to accrued bonuses paid and increases in legal, accounting and other third-party professional fees for services during the nine months ended September 30, 2025.

Previous wording

At June 30, 2025, we had cash and cash equivalents of approximately $2.0 million, an accumulated deficit of $453.6 million, and a working capital deficit of $0.2 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 next twelve months. In addition, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first 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.

Current wording

At September 30, 2025, we had cash and cash equivalents of approximately $0.9 million, an accumulated deficit of $455.6 million, and a working capital deficit of $1.8 million. At September 30, 2025, we had $2.9 million in current liabilities, including approximately $1.6 million in convertible debt that matures over the next twelve months. In addition, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first 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.

Previous wording

Our convertible notes have conversion prices that are below the market price of our common stock as of June 30, 2025. 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 be no assurance with respect to the holder's 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.

Current wording

Our convertible notes have conversion prices that are below the market price of our common stock as of September 30, 2025. 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.

Previous wording

Our working capital decreased approximately $2.8 million from December 31, 2024 to June 30, 2025. This decrease in working capital is primarily the result of cash used in operations during the six months ended June 30, 2025 as well as $0.6 million of additional convertible notes due to mature in the next twelve months.

Current wording

Our working capital decreased approximately $4.4 million from December 31, 2024 to September 30, 2025. This decrease in working capital is primarily the result of cash used in operations during the nine months ended September 30, 2025 as well as $1.1 million of additional convertible notes due to mature in the next twelve months. We anticipate that our $1.6 million in convertible notes included in current liabilities as of September 30, 2025 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, and therefore will not negatively impact our working capital; however, conversion and/or extension is at the option of the holders and there can be no assurance with respect to the holders' behavior.

Previous wording

Our long-term liabilities decreased $0.9 million from December 31, 2024 to June 30, 2025, primarily due to the reclassification from long-term to current liabilities of $0.6 million of convertible notes that mature within the next twelve months and the conversion by the holders of $0.4 million of debt into shares of our common stock.

Current wording

Our long-term liabilities decreased $1.1 million from December 31, 2024 to September 30, 2025, primarily due to the reclassification from long-term to current liabilities of $1.1 million of convertible notes that mature within the next twelve months and the conversion by the holders of $0.4 million of debt into shares of our common stock. These decreases are offset by an overall increase in the estimated fair value our contingent payment obligations of $0.5 million. Refer to "Change in Fair Value of Contingent Payment Obligations" below.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

We reported no licensing revenue for the three and six months ended June 30, 2025 and 2024. Cost of sales for the three and six months ended June 30, 2025 and 2024 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.

Current wording

We reported no licensing revenue for the three and nine months ended September 30, 2025 and 2024. Cost of sales for the three and nine months ended September 30, 2025 and 2024 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.

Previous wording

Selling, general, and administrative expenses consist primarily of litigation fees and expenses, personnel and related costs, including share-based compensation, for executive, Board, finance and accounting and technical support personnel for our patent enforcement program, and costs incurred for insurance and outside professional fees for accounting, legal and business consulting services.

Current wording

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.

Previous wording

Our selling, general and administrative expenses increased by $3.6 million, or 249.1%, during the six months ended June 30, 2025 when compared to the same period in 2024. This is primarily the result of a $2.6 million increase in total share-based compensation, a $0.3 million increase in litigation fees and expenses, and a $0.5 million increase in other outside professional fees.

Current wording

Our selling, general and administrative expenses increased by $0.5 million, or 53.5%, during the three months ended September 30, 2025 when compared to the same period in 2024. This is primarily the result of a $0.3 million increase in total share-based compensation and a $0.2 million increase in outside professional fees, including litigation related costs.

Previous wording

Our selling, general and administrative expenses increased by $3.2 million, or 462.7%, during the three months ended June 30, 2025 when compared to the same period in 2024. This is primarily the result of a $2.6 million increase in total share-based compensation, a $0.1 million increase in litigation fees and expenses, and a $0.4 million increase in other outside professional fees.

Current wording

Our selling, general and administrative expenses increased by $4.2 million, or 170.4%, during the nine months ended September 30, 2025 when compared to the same period in 2024. This is primarily the result of a $2.9 million increase in total share-based compensation, a $1.0 million increase in outside professional fees, including legal, accounting, third-party consulting and lobbying fees, and a $0.2 million increase in personnel related expenses.

Previous wording

The increase in share-based compensation expenses, which includes employee, director and third-party share-based compensation, is the result of a one-time, noncash charge of $2.5 million which reflects the compensation cost recognized as a result of the modification of awards for executives and key employees during the second quarter of 2025 to extend the maturity date of those awards by five years. The increase litigation fees and expenses is primarily the result of increases in legal fees incurred to support our cert petition to the U.S. Supreme Court which was denied in March 2025. The other outside professional fees primarily include fess paid to consultants, attorneys and accountants. The increases in these outside professional services for the three and six months ended June 30, 2025 is a result of our social media and public awareness campaign, compensation and other financial advisory services, fess incurred for shareholder relations services, and increased fees due to a change in public accounting firms in late 2024.

Current wording

The increase in share-based compensation expense for the three months ended September 30, 2025 is the result of new share-based compensation awards for non-employee directors and third party consultants. For the nine months ended September 30, 2025, the increase in share-based compensation also includes a one-time, noncash charge of $2.5 million which reflects the compensation cost recognized as a result of the modification of awards for executives and key employees during the second quarter of 2025 to extend the maturity date of those awards by five years. The increases in outside professional fees for the three and nine months ended September 30, 2025 is a result of increased expenditures related to our social media and public awareness campaign, business and financial advisory services, litigation costs related to our cert petition filed with the Supreme Court in 2025, and increased fees due to a change in public accounting firms in late 2024.

Previous wording

For the three months ended June 30, 2025 and 2024, we recorded aggregate decreases in the fair value of our secured and unsecured contingent payment obligations of approximately $2.3 million and $0.5 million, respectively. For the six months ended June 30, 2025, we recorded an aggregate increase in the fair value of our secured and unsecured contingent payment obligations of approximately $0.2 million, compared to an aggregate decrease of $0.7 million for the six months ended June 30, 2024. The changes in fair value for the three and six months ended June 30, 2025 was 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.

Current wording

For the three months ended September 30, 2025 and 2024, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.4 million and $9.7 million, respectively. For the nine months ended September 30, 2025 and 2024, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.5 million and $9.0 million, respectively. The changes in fair value for the three and nine months ended September 30, 2025 was 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. The significant increases in fair value during the nine months ended September 30, 2024 is in large part due to the changes in estimates following the favorable CAFC decision received in September 2024 that remanded the Qualcomm patent enforcement action back to district court.

Previous wording

As of June 30, 2025, we had outstanding warrants to purchase approximately 4.3 million shares of our common stock. The estimated grant date fair value of these warrants of approximately $3.0 million is included in shareholders’ deficit in our unaudited condensed consolidated balance sheets. The outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.6 years.

Current wording

As of September 30, 2025, we had outstanding warrants to purchase approximately 4.3 million shares of our common stock. The estimated grant date fair value of these warrants of approximately $3.0 million is included in shareholders’ deficit in our unaudited condensed consolidated balance sheets. The outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.3 years.