ParkerVision, Inc. Announces Debt-for-Equity Exchange; Issues 3.28 Million Shares of Common Stock

Key Highlights for Investors

• ParkerVision, Inc. (OTC: PRKR) has entered into multiple Exchange Agreements with holders of its outstanding convertible promissory notes.
• The company exchanged \$675,000 in principal and approximately \$13,200 in accrued and unpaid interest for 3,277,099 shares of common stock, at a fixed exchange price of \$0.21 per share.
• This transaction eliminates \$688,200 of debt from the company’s balance sheet, strengthening its financial position.
• The exchange was conducted under Section 3(a)(9) of the Securities Act, meaning these new shares are not registered and were exchanged only with existing noteholders, with no commission or remuneration paid for the exchange.
• All exchanged notes were cancelled and extinguished, and are no longer outstanding liabilities of ParkerVision.

Transaction Details

On March 13, 2026, ParkerVision, Inc., a Florida-based technology company, finalized a series of Exchange Agreements with certain holders of its convertible promissory notes. Under these agreements:

• Each participating holder agreed to exchange the total outstanding principal of their notes, plus accrued and unpaid interest, for newly issued shares of ParkerVision’s common stock.
• The fixed exchange price was set at \$0.21 per share, calculated by dividing the total note principal and interest by the exchange price and rounding up to the nearest whole share.
• No fractional shares were issued as a result of this transaction.
• The company issued a total of 3,277,099 shares of common stock to settle the debt.
• Following the exchange, ParkerVision cancelled and extinguished all surrendered notes, permanently removing them from its liabilities.
• The exchange of securities was executed under the Section 3(a)(9) exemption, which means the shares were issued solely to current noteholders, without any solicitation fees or commissions.

Key Shareholder Considerations

• Balance Sheet Impact: The cancellation of \$675,000 in principal and \$13,200 in interest may improve ParkerVision’s leverage ratios and liquidity, which could be viewed positively by investors and credit rating agencies.
• Potential Dilution: The issuance of 3.28 million new shares represents a significant increase in the company’s outstanding share count. This could result in dilution for existing shareholders who did not participate in the exchange.
• No Underwriting or Fees: The exchange was executed directly with noteholders, with no commissions or third-party fees paid. This means the company retained more value from the transaction.
• Regulatory Compliance: The company relied on a Section 3(a)(9) exemption, which allowed for a streamlined exchange process but means the new shares are unregistered.

Potentially Price-Sensitive Information

• Debt Reduction: The elimination of a significant portion of outstanding debt strengthens the company’s balance sheet, potentially making it more attractive to investors concerned about leverage and liquidity.
• Equity Dilution: The issuance of a large number of new shares at \$0.21 (likely below previous trading prices) may place downward pressure on the stock, due to dilution and potential selling by former noteholders.
• Financial Flexibility: With these notes extinguished, ParkerVision may have more flexibility in its future financing options and capital strategy.

Further Details and Exhibit

The company has filed the form of the Exchange Agreement as Exhibit 10.1 to its Form 8-K, which includes a breakdown of the exchanged notes, accrued interest, and calculation of shares issued. The Exchange Agreements include standard representations and warranties, and affirm that no broker, dealer, or agent was involved in soliciting the exchange.

Conclusion

This transaction is significant for ParkerVision’s financial profile, addressing both debt reduction and equity structure. While the reduction in debt is a positive, the increase in outstanding shares may affect the stock price due to dilution. Investors should closely monitor subsequent trading activity and the company’s future capital plans.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial professionals before making investment decisions. The information herein is based on publicly available filings as of the date of publication and may be subject to change.

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