|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________to____________
Commission file number
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
|
|
Smaller reporting company
|
|
|
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 8, 2025,
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
PARKERVISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par value data)
|
June 30, 2025 |
December 31, 2024 |
|||||||
|
CURRENT ASSETS: |
||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
||||
|
Prepaid expenses |
|
|
||||||
|
Other current assets |
|
|
||||||
|
Total current assets |
|
|
||||||
|
Intangible and other assets, net |
|
|
||||||
|
Total assets |
$ |
|
$ |
|
||||
|
CURRENT LIABILITIES: |
||||||||
|
Accounts payable |
$ |
|
$ |
|
||||
|
Accrued expenses: |
||||||||
|
Salaries and wages |
|
|
||||||
|
Professional fees |
|
|
||||||
|
Other accrued expenses |
|
|
||||||
|
Related party note payable, current portion |
|
|
||||||
|
Convertible notes, current portion |
|
|
||||||
|
Total current liabilities |
|
|
||||||
|
LONG-TERM LIABILITIES: |
||||||||
|
Secured contingent payment obligation |
|
|
||||||
|
Unsecured contingent payment obligations |
|
|
||||||
|
Convertible notes, net of current portion |
|
|
||||||
|
Related party convertible notes |
|
|
||||||
|
Related party note payable, net of current portion |
|
|
||||||
|
Total long-term liabilities |
|
|
||||||
|
Total liabilities |
|
|
||||||
|
COMMITMENTS AND CONTINGENCIES |
||||||||
|
SHAREHOLDERS' DEFICIT: |
||||||||
|
Common stock, $ par value, shares authorized, and shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively |
|
|
||||||
|
Additional paid-in capital |
|
|
||||||
|
Accumulated deficit |
(
|
) |
(
|
) | ||||
|
Total shareholders' deficit |
(
|
) |
(
|
) | ||||
|
Total liabilities and shareholders' deficit |
$ |
|
$ |
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(in thousands, except per share data)
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Revenue |
$ |
|
$ |
|
|
$ |
|
|||||||||
|
Cost of sales |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Gross margin |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Selling, general and administrative expenses |
|
|
|
|
||||||||||||
|
Total operating expenses |
|
|
|
|
||||||||||||
|
Interest income |
|
|
|
|
||||||||||||
|
Interest expense |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Change in fair value of contingent payment obligations |
|
|
(
|
) |
|
|||||||||||
|
Total other income (expense) |
|
|
(
|
) |
|
|||||||||||
|
Provision for income taxes |
|
|
|
|
||||||||||||
|
Net loss |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Other comprehensive income, net of tax |
|
|
|
|
||||||||||||
|
Comprehensive loss |
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
|
Basic and diluted net loss per common share |
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
|
Weighted average common shares outstanding |
|
|
|
|
||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(UNAUDITED)
(in thousands)
|
Common Stock Outstanding |
Common Stock, Par Value |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders' Deficit |
||||||||||||||||
|
Balance as of December 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
|
Issuance of common stock and warrants in private offerings, net of issuance costs |
|
|
(
|
) |
|
(
|
) | |||||||||||||
|
Issuance of common stock upon exercise of options and warrants |
|
|
|
|
|
|||||||||||||||
|
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt |
|
|
|
|
|
|||||||||||||||
|
Share-based compensation |
|
|
|
|
|
|||||||||||||||
|
Comprehensive loss for the period |
- |
|
|
(
|
) |
(
|
) | |||||||||||||
|
Balance as of March 31, 2025 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
|
Issuance of common stock and warrants in private offerings, net of issuance costs |
|
|
(
|
) |
|
(
|
) | |||||||||||||
|
Issuance of common stock upon exercise of options and warrants |
|
|
|
|
|
|||||||||||||||
|
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt |
|
|
|
|
|
|||||||||||||||
|
Share-based compensation |
|
|
|
|
|
|||||||||||||||
|
Comprehensive loss for the period |
- |
|
|
(
|
) |
(
|
) | |||||||||||||
|
Balance as of June 30, 2025 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
|
Common Stock Outstanding |
Common Stock, Par Value |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders' Deficit |
||||||||||||||||
|
Balance as of December 31, 2023 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
|
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt |
|
|
|
|
|
|||||||||||||||
|
Share-based compensation |
|
|
|
|
|
|||||||||||||||
|
Comprehensive loss for the period |
- |
|
|
(
|
) |
(
|
) | |||||||||||||
|
Balance as of March 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
|
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt |
|
|
|
|
|
|||||||||||||||
|
Share-based compensation |
- |
|
|
|
|
|||||||||||||||
|
Comprehensive loss for the period |
- |
|
|
(
|
) |
(
|
) | |||||||||||||
|
Balance as of June 30, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
|
Six Months Ended June 30, |
||||||||
|
2025 |
2024 |
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
|
Net loss |
$ |
(
|
) | $ |
(
|
) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
|
Depreciation and amortization |
|
|
||||||
|
Share-based compensation |
|
|
||||||
|
Loss (gain) on changes in fair value of contingent payment obligations |
|
(
|
) | |||||
|
Gain on disposal/impairment of equipment and intangible assets |
|
(
|
) | |||||
|
Paid in kind interest expense |
|
|
||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Prepaid expenses and other assets |
(
|
) |
(
|
) | ||||
|
Accounts payable and accrued expenses |
(
|
) |
(
|
) | ||||
|
Net cash used in operating activities |
(
|
) |
(
|
) | ||||
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
|
Capitalized patent costs |
(
|
) |
|
|||||
|
Net cash used in investing activities |
(
|
) |
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
|
Net payments from issuance of common stock and warrants in private offerings |
(
|
) |
|
|||||
|
Net proceeds from exercise of options and warrants |
|
|
||||||
|
Principal payments on long-term debt |
(
|
) |
(
|
) | ||||
|
Net cash provided by (used in) financing activities |
|
(
|
) | |||||
|
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(
|
) |
(
|
) | ||||
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
||||||
|
CASH AND CASH EQUIVALENTS, end of period |
$ |
|
$ |
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PARKERVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 the
six
months ended
June 30, 2025
, we incurred a net loss of approximately $
The timing and amount of proceeds from our patent enforcement actions are difficult to predict and there can be no assurance we will receive any proceeds from these enforcement actions. Refer to Note 12 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 next twelve 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 be no 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 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 (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 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.
3. Basis of Presentation
The unaudited condensed consolidated financial statements for the three and six 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 Form 10 -Q and Rule 10 - 01 of Regulation S- X. Operating results for the six months ended June 30, 2025 , are not necessarily indicative of the results that may be 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 Form 10 -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 been no changes in accounting policies from those stated in our 2024 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.
5. Revenue
We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation from third 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.”
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, 2025 and 2024 were as follows (in thousands):
|
June 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Options outstanding |
|
|
||||||
|
Unvested RSUs |
|
|
||||||
|
Warrants outstanding |
|
|
||||||
|
Shares underlying convertible notes |
|
|
||||||
|
|
|
|||||||
7. Intangible and Other Assets, net
Intangible and other assets consist of the following (in thousands):
|
June 30, 2025 |
December 31, 2024 |
|||||||
|
Patents and copyrights |
$ |
|
$ |
|
||||
|
Accumulated amortization |
$ |
(
|
) | $ |
(
|
) | ||
|
Other noncurrent assets |
|
|
||||||
| $ |
|
$ |
|
|||||
8. Related Party Note Payable
We have an unsecured promissory note of approximately $
9. Convertible Notes
For the
six
months ended
June 30, 2025
, convertible notes with a face value of $
Convertible notes payable at June 30, 2025 and December 31, 2024 consist of the following (in thousands):
|
Principal Outstanding as of |
||||||||||||||||||
|
June 30, |
December 31, |
|||||||||||||||||
|
Description |
Fixed Conversion Rate |
Stated Interest Rate |
Maturity Date |
2025 |
2024 |
|||||||||||||
|
Convertible note dated September 18, 2018 |
$ |
|
|
% |
March 18, 2026 |
$ |
|
$ |
|
|||||||||
|
Convertible notes dated March 2019 |
$ |
|
|
% |
March 13, 2026 |
|
|
|||||||||||
|
Convertible notes dated June/July 2019 |
$ |
|
|
% |
January 15, 2026 to March 19, 2026 |
|
|
|||||||||||
|
Convertible notes dated July 18, 2019 |
$ |
|
|
% |
July 18, 2026 1 |
|
|
|||||||||||
|
Convertible notes dated January 8, 2020 |
$ |
|
|
% |
January 8, 2026 1 |
|
|
|||||||||||
|
Convertible notes dated May-August 2022 |
$ |
|
|
% |
May 10, 2027 to August 3, 2027 |
|
|
|||||||||||
|
Convertible note dated January 11, 2023 |
$ |
|
|
% |
January 11, 2028 1 |
|
|
|||||||||||
|
Convertible notes dated January 13, 2023 |
$ |
|
|
% |
January 13, 2028 |
|
|
|||||||||||
|
Total principal balance |
|
|
||||||||||||||||
|
Less current portion |
|
|
||||||||||||||||
| $ |
|
$ |
|
|||||||||||||||
1 Unless otherwise revoked by the holder with ten days of the then-stated maturity date, the maturity date of the note will automatically extend by one year, for a maximum of ten years.
We have
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 the six months ended June 30, 2025 and the year ended December 31, 2024 (in thousands):
|
Six Months Ended June 30, 2025 |
Year Ended December 31, 2024 |
|||||||
|
Secured contingent payment obligation, beginning of period |
$ |
|
$ |
|
||||
|
Change in fair value |
(
|
) |
|
|||||
|
Secured contingent payment obligation, end of period |
$ |
|
$ |
|
||||
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 $
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 Note 11 ). 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 $
Unsecured Contingent Payment Obligations
The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the six months ended June 30, 2025 and the year ended December 31, 2024 (in thousands):
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
|
Unsecured contingent payment obligations, beginning of period |
$ |
|
$ |
|
||||
|
Change in fair value |
|
(
|
) | |||||
|
Unsecured contingent payment obligations, end of period |
$ |
|
$ |
|
||||
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 Note 11 ).
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 $
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):
|
Fair Value Measurements |
||||||||||||||||
|
Total Fair Value |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
|
June 30, 2025: |
||||||||||||||||
|
Liabilities: |
||||||||||||||||
|
Secured contingent payment obligation |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Unsecured contingent payment obligations |
|
|
|
|
||||||||||||
|
Fair Value Measurements |
||||||||||||||||
|
Total Fair Value |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
|
December 31, 2024: |
||||||||||||||||
|
Liabilities: |
||||||||||||||||
|
Secured contingent payment obligation |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Unsecured contingent payment obligations |
|
|
|
|
||||||||||||
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
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.
|
June 30, 2025 |
||||||||||||||||||||||||
|
Secured Contingent Payment Obligation |
Unsecured Contingent Payment Obligations |
|||||||||||||||||||||||
|
Unobservable Inputs |
Low |
Weighted Average |
High |
Low |
Weighted Average |
High |
||||||||||||||||||
|
Estimated undiscounted cash outflows (in millions) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
|
Duration (in years) |
|
|
|
|
|
|
||||||||||||||||||
|
Estimated probabilities |
|
% |
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||||
|
December 31, 2024 |
||||||||||||||||||||||||
|
Secured Contingent Payment Obligation |
Unsecured Contingent Payment Obligations |
|||||||||||||||||||||||
|
Unobservable Inputs |
Low |
Weighted Average |
High |
Low |
Weighted Average |
High |
||||||||||||||||||
|
Estimated undiscounted cash outflows (in millions) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
|
Duration (in years) |
|
|
|
|
|
|
||||||||||||||||||
|
Estimated probabilities |
|
% |
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||||
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 Level 3 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 as third -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 our third -party litigation funder.
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 2022 district 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 did not infringe the remaining three patents in the case. We appealed these rulings to the CAFC and oral arguments were heard in November 2023 and 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 a third claim construction briefing on two 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 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). 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 also not 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 2016 pending decisions in other cases, including the appeal of a PTAB proceeding with regard to U.S. patent 6,091,940 (“the ‘940 Patent”) asserted in this case. In March 2017, the PTAB ruled in our favor on of the petitions (the method claims), ruled in Qualcomm’s favor on of the petitions (the apparatus claims) and issued a split decision on the claims covered in the sixth 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 asserted patents, including the ‘940 Patent, and denied Qualcomm’s request to limit the claims and patents. The court also agreed that we may elect 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 for of the ten 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 our 2020 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 Patent No. 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 on three 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 the 2022 summary judgement decision.
Our damages expert has submitted a report supporting a damages ask of $
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 of of our patents, which was subsequently reduced to 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 of patents previously asserted in the Middle District of Florida (see ParkerVision 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 filed patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), the first in 2022 and a second in 2023, alleging infringement of an aggregate of of our patents. One of the patents was dropped from the litigation in August 2024. A claim construction hearing was held in January 2024 in the first Realtek action and the court adopted the majority of our claim constructions. A jury trial for the first Realtek action was originally scheduled for July 2025, but was rescheduled for January 2026 due to ongoing discovery disputes. A claim construction hearing was held in June 2024 in the second 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 the second Realtek action has been rescheduled for April 2026.
ParkerVision v. TCL (Western District of Texas)
We filed two patent infringement actions in the Western District of Texas in 2020 and 2021 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 of our patents. The court issued its claim construction recommendations in the first 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 patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), the first in 2022 and two additional cases in 2023, alleging infringement of an aggregate of of our patents. One of the patents was dropped from the first MediaTek case in 2024 and MediaTek likewise terminated an inter partes review (" IPR ") petition it had initiated against the same patent. A claim construction hearing was held in January 2024 in the first MediaTek action and the court adopted the majority of our claim constructions. A jury trial for the first MediaTek action has been rescheduled for March 2026. A claim construction hearing was held in June 2024 in the second MediaTek action, and, in January 2025, the court adopted the majority of our claim constructions. The trial for the second MediaTek action was initially scheduled for November 2026. In July 2025, the parties jointly agreed to stay the second MediaTek case pending the PTAB's final written decision on IPRs that could impact the patents in this second case. The IPR decisions are expected in November 2025. The third MediaTek action has a trial date scheduled for April 2027. A claim construction hearing was held in this third case in June 2025, although the court has not yet issued its final claim construction order.
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") in 2021 , alleging infringement of 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") in 2023, alleging infringement of 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 the three 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") in 2023, alleging infringement of 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 the three patents in this case. The PTAB decision is expected in November 2025.
TCL and LGE v. ParkerVision (PTAB)
We appealed two IPR actions filed by TCL and LGE against our U.S. patent 7,292,835 (“the ‘835 Patent”) and U.S. patent 7,110,444 ("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 Rule 36, 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 Rule 36 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 2023 against the '835 Patent, which is of the patents asserted in the first 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 a second petition for IPR in May 2024 against the '686 Patent which is one of the patents asserted in the second MediaTek infringement action. The PTAB instituted this IPR in November 2024 and a final decision is expected in November 2025. In October 2024, MediaTek filed a third petition for IPR against the '593 Patent, one of the patents asserted in the third MediaTek action. The PTAB' instituted this IPR in March 2025.
Texas Instruments and NXP v. ParkerVision (PTAB)
Texas Instruments filed three petitions for IPR in May 2024 against each of the patents asserted in the TI action. All IPRs were instituted by the PTAB in November 2024 and a decision is expected by November 2025. NXP filed petitions for IPR against of the three patents asserted in the NXP action, which are the same as two 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 the 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 against two patents asserted in the second Realtek action, which are the same as the two 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
Common Stock Warrants
During the
six
months ended
June 30, 2025
,
14. Share-Based Compensation
There has been no 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 our 2024 Annual Report.
During the
three
and
six
months ended
June 30, 2025,
the compensation committee of our Board (the "Committee") authorized the modification of an aggregate of
For the
six
months ended
June 30, 2025
and
2024
, we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $
Our share-based compensation expense includes share-based awards to
third
-party consultants. During the
six
months ended
June 30, 2025,
we issued
15. Segment Information
Our operations constitute a 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 the six months ended June 30, 2025 and 2024 is as follows (in thousands):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Licensing gross margin |
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
|
Interest income |
|
|
|
|
||||||||||||
|
Cash expenses: |
||||||||||||||||
|
Personnel related expenses |
|
|
|
|
||||||||||||
|
Litigation & legal expenses |
|
|
|
|
||||||||||||
|
Third-party consulting expenses |
|
|
|
|
||||||||||||
|
Patent maintenance expenses |
|
|
|
|
||||||||||||
|
Non-cash expenses: |
||||||||||||||||
|
Share-based compensation |
|
|
|
|
||||||||||||
|
In-kind interest expense |
|
|
|
|
||||||||||||
|
Change in fair value of contingent payment obligations |
(
|
) |
(
|
) |
|
(
|
) | |||||||||
|
Other segment items 1 |
|
|
|
|
||||||||||||
|
Net loss |
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
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 .
ITEM 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations
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, 2024 (the “2024 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, the timely development and commercial acceptance of new products and technologies, 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://ir.parkervision.com). Additionally, if applicable, we webcast our earnings calls and certain events we participate in or host with members of the investment community in the investor relations section of our website. 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 “Corporate 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
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.
Liquidity and Capital Resources
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.
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.
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.
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.
Financial Condition
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.
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.
Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Revenue and Cost of Sales
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.
Selling, General, and Administrative Expenses
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.
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.
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.
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.
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 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.
Off-Balance Sheet Transactions, Arrangements and Other Relationships
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.
Critical Accounting Policies
There have been no changes in accounting policies from those stated in our 2024 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.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of June 30, 2025, 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 June 30, 2025.
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.
Reference is made to the section entitled “Legal Proceedings” in Note 12 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of current legal proceedings, which discussion is incorporated herein by reference.
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.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds, Issuer Purchases of Equity Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Mine Safety Disclosures.
Not applicable.
During the three months ended June 30, 2025 , of our directors or officers (as defined in Rule 16a - 1 (f) of the Securities and Exchange Act of 1934 ) adopted or terminated any "Rule 10b5 - 1 trading arrangement" or "non-rule 10b5 - 1 trading arrangement" as each term is defined in Item 408 (a) of Regulation S-K.
|
Exhibit Number |
Description of Exhibit |
|
|
31.1 |
||
|
31.2 |
||
|
32.1 |
||
|
101.INS |
Inline XBRL Instance Document* |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema* |
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase* |
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase* |
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase* |
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase* |
|
|
104 |
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set |
* Filed herewith
** Furnished herewith
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, thereunto duly authorized.
|
ParkerVision, Inc. |
|||
|
Registrant |
|||
|
August 12, 2025 |
By: |
/s/Jeffrey L. Parker |
|
|
Jeffrey L. Parker |
|||
|
Chairman and Chief Executive Officer |
|||
|
(Principal Executive Officer) |
|||
| August 12, 2025 |
By: |
/s/Cynthia L. French |
|
|
Cynthia L. French |
|||
|
Chief Financial Officer |
|||
|
(Principal Financial Officer and Principal |
|||
|
Accounting Officer) |
|||