GUER / Guerrilla RF, Inc. - SEC申報文件，年度報告，委任書

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 GUERRILLA RF, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of re

1,988,486 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-270980 PROSPECTUS 1,988,486 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 1,988,486 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 1,183,244 shares of Common Stock issued in the initial

5,592,358 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-261860 PROSPECTUS 5,592,358 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,592,358 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which include (i) 4,021,774 shares of Common Stock privately issued to the selling stockho

5,215,086 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-278952 PROSPECTUS 5,215,086 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,215,086 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 1,465,000 shares of Common Stock issued to investors in

10,098,361 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-282444 PROSPECTUS 10,098,361 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholder, NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Selling Stockholder”) of up to 10,098,361 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guer

Revenue of $6.5 Million, Up 48% YoY Gross Margin Expands to 69.9%, Up ~880 Basis Points YoY Operating Loss Narrows to Near Breakeven at ($46) Thousand Product Backlog Grows to $8.8 Million

Exhibit 99.1 Guerrilla RF Reports First Quarter 2026 Results Revenue of $6.5 Million, Up 48% YoY Gross Margin Expands to 69.9%, Up ~880 Basis Points YoY Operating Loss Narrows to Near Breakeven at ($46) Thousand Product Backlog Grows to $8.8 Million GREENSBORO, NC — May 6, 2026 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of high-performance radio frequency (RF) and microwave semiconduct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2026 GUERRILLA RF, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2026 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Com

As filed with the Securities and Exchange Commission on May 1, 2026

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2026 Registration Number 333-261860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on May 1, 2026

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2026 Registration Number 333-278952 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on May 1, 2026

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2026 Registration Number 333-282444 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on May 1, 2026

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2026 Registration Number 333-270980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Guerrilla RF Reports Fourth Quarter and Full Year 2025 Results Record Quarterly Revenue of $6.7 Million, Up 53% YoY Company Achieves Operating Profitability and Positive Operating Cash Flow in Q4

Exhibit 99.1 Guerrilla RF Reports Fourth Quarter and Full Year 2025 Results Record Quarterly Revenue of $6.7 Million, Up 53% YoY Company Achieves Operating Profitability and Positive Operating Cash Flow in Q4 GREENSBORO, NC — March 26, 2026 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of high performance radio frequency (RF) and microwave semiconductors, today reported fourth quarter and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2026 GUERRILLA RF, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2026 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Signature

Exhibit 10.3 Guerrilla RF 2000 Pisgah Church Rd Greensboro, NC 27455 December 3, 2024 Dear Mike John-Willliams, It is our pleasure to confirm our offer of employment to you as Chief Financial Officer at Guerrilla RF. In this position, you will report directly to Ryan Pratt, CEO with a start date of January 6, 2025. Your salary will be $315,000 per year with paychecks issued bi-weekly. You will be

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2025 GUERRILLA RF, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.1 Execution AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of December 30, 2025 (the “Effective Date”), by and between GUERRILLA RF, INC., a Delaware corporation (the “Borrower”), and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership (“S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 GUERRILLA RF, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name o

Guerrilla RF Reports Third Quarter 2025 Results Record Quarterly Revenue of $6.3 Million, Up 39% YoY, as Company Generates Positive Operating Cash Flow of $0.8 Million During Q3 Growth Driven by Automotive and Catalog Business

Exhibit 99.1 Guerrilla RF Reports Third Quarter 2025 Results Record Quarterly Revenue of $6.3 Million, Up 39% YoY, as Company Generates Positive Operating Cash Flow of $0.8 Million During Q3 Growth Driven by Automotive and Catalog Business GREENSBORO, NC — November 12, 2025 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave semiconductors,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 GUERRILLA RF, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of reg

Guerrilla RF Reports Second Quarter 2025 Results Second Quarter Revenue Down 12% Year over Year, Versus Exceptional Prior Year Performance Driven by One Time Design Win 7% Year over Year Expense Reduction Through Focused Efficiency Actions

Exhibit 99.1 Guerrilla RF Reports Second Quarter 2025 Results Second Quarter Revenue Down 12% Year over Year, Versus Exceptional Prior Year Performance Driven by One Time Design Win 7% Year over Year Expense Reduction Through Focused Efficiency Actions GREENSBORO, NC — August 12, 2025 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave semi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 GUERRILLA RF, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

Guerrilla RF Reports First Quarter 2025 Results First Quarter 2025 revenue declined 14% due in part to reduced wireless infrastructure shipments Automotive revenue increased 72% Implementation of significant cost reduction measures

Exhibit 99.1 Guerrilla RF Reports First Quarter 2025 Results First Quarter 2025 revenue declined 14% due in part to reduced wireless infrastructure shipments Automotive revenue increased 72% Implementation of significant cost reduction measures GREENSBORO, NC — May 13, 2025 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave semiconductors,

5,215,086 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-278952 PROSPECTUS 5,215,086 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,215,086 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 1,465,000 shares of Common Stock issued to investors in

5,592,358 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-261860 PROSPECTUS 5,592,358 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,592,358 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which include (i) 4,021,774 shares of Common Stock privately issued to the selling stockho

1,988,486 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-270980 PROSPECTUS 1,988,486 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 1,988,486 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 1,183,244 shares of Common Stock issued in the initial

10,098,361 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-282444 PROSPECTUS 10,098,361 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholder, NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Selling Stockholder”) of up to 10,098,361 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guer

As filed with the Securities and Exchange Commission on April 17, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 17, 2025 Registration Number 333-261860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on April 17, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 17, 2025 Registration Number 333-278952 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on April 17, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 17, 2025 Registration Number 333-282444 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on April 17, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 17, 2025 Registration Number 333-270980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Form of Clawback Agreement dated March 25, 2025, by and between Mike John-Williams, Mark Mason, Kellie Chong, John Berg and the Company (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed with the SEC on March 27, 2025).

Exhibit 10.24 CLAWBACK AGREEMENT This Clawback Agreement (the “Agreement”) by and between Guerrilla RF, Inc. (the “Company”) and the undersigned executive officer (the “Executive”) is made as of the day of , 2025 (the “Effective Date”). WHEREAS, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1 and The Nasdaq Stock Market LLC (“Nasdaq”) has established Listing Rule 5608 with re

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Excess Incentive-Based Compensation Recovery Policy

Exhibit 97.1 GUERRILLA RF, INC. EXCESS INCENTIVE-BASED COMPENSATION RECOVERY POLICY Effective as of December 11, 2024 (“Effective Date”) This Excess Incentive-Based Compensation Recovery Policy (this “Policy”) was adopted by the Compensation Committee of the Board of Directors (the “Board”) of Guerrilla RF, Inc. (the “Company”) and ratified by the Board as of the Effective Date. Capitalized terms

First Amendment to Executive Employment Agreement dated January 15, 2025, by and between Ryan Pratt and the Company (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC on March 27, 2025).

Exhibit 10.23 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to the Executive Employment Agreement (the “Amendment”) by and between Guerrilla RF, Inc. (the “Company”) and the undersigned executive officer (the “Executive”), made and entered into effective as of January 1, 2020 (the “Employment Agreement”), is made as of the day of , 2025 (the “Effective Date”). WHEREAS, the

Guerrilla RF Reports Fourth Quarter and Full Year 2024 Results 2024 Revenue grew 33.4% due to strength in our primary markets Gross profit increased 49.8% to $12.8 million Gross Profit Expanded 660 basis points to 63.7%

Exhibit 99.1 Guerrilla RF Reports Fourth Quarter and Full Year 2024 Results 2024 Revenue grew 33.4% due to strength in our primary markets Gross profit increased 49.8% to $12.8 million Gross Profit Expanded 660 basis points to 63.7% GREENSBORO, NC — March 27, 2025 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave semiconductors, today ann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of registr

Insider Trading and Section 16 Reporting Policy

Exhibit 19.1 INSIDER TRADING AND SECTION 16 REPORTING POLICY OF GUERRILLA RF, INC. AND ITS SUBSIDIARIES ADOPTED AS OF DECEMBER 11, 2024 Guerrilla RF, Inc. (the “Company”) is a public company, the common stock of which is registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Exchange Act, the Company files periodic reports and proxy statements wi

Description of Registrant's Securities

Exhibit 4.6 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Guerrilla RF, Inc. (“we,” “our,” “us,” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, $0.0001 par value per share. The following information is a summary of i

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Guerrilla RF announces retirement of John Berg and appointment of Mike John-Williams as Chief Financial Officer

Exhibit 99.1 Guerrilla RF announces retirement of John Berg and appointment of Mike John-Williams as Chief Financial Officer GREENSBORO, NC — January 7, 2025 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave semiconductors, today announced the retirement of its Chief Financial Officer (CFO), John Berg, and the appointment of Mike John-Williams as his succe

Guerrilla RF Sees 125% Year-Over-Year Growth Driven by Direct-to-Cellular Satellite Applications GREENSBORO, NC — December 11, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leader in RF solutions for communications, is excited to announce a 125% year-ov

Exhibit 99.1 Guerrilla RF Sees 125% Year-Over-Year Growth Driven by Direct-to-Cellular Satellite Applications GREENSBORO, NC — December 11, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leader in RF solutions for communications, is excited to announce a 125% year-over-year growth in its satellite communication (Satcom) business. This remarkable growth has been largely driven by the increasing demand

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

Guerrilla RF Reports Third Quarter 2024 Results and Gross Margin Expansion

Exhibit 99.1 Guerrilla RF Reports Third Quarter 2024 Results and Gross Margin Expansion ● Record revenue for a third quarter of $4.5 million, 34.4% increase over prior year period ● Gross Margin expands 956 basis points over prior year period to 65.3% ● Closed on $22 million private placement, strengthening financial condition ● Reduced outstanding primary loan facility to $4.5 million at quarter

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name o

5,592,358 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-261860 PROSPECTUS 5,592,358 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,592,358 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which include (i) 4,021,774 shares of Common Stock privately issued to the selling stockho

1,988,486 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-270980 PROSPECTUS 1,988,486 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 1,988,486 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 1,183,244 shares of Common Stock issued in the initial

As filed with the Securities and Exchange Commission on October 18, 2024

Table of Contents As filed with the Securities and Exchange Commission on October 18, 2024 Registration Number 333-261860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on October 18, 2024

Table of Contents As filed with the Securities and Exchange Commission on October 18, 2024 Registration Number 333-270980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

10,098,361 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-282444 PROSPECTUS 10,098,361 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholder, NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Selling Stockholder”) of up to 10,098,361 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guer

October 7, 2024

October 7, 2024 Sarah Sidwell Securities and Exchange Commission Division of Corporation Finance 100 F.

LETTER

October 4, 2024 Ryan Pratt Chief Executive Officer Guerrilla RF, Inc. 2000 Pisgah Church Road Greensboro, North Carolina 27455 Re: Guerrilla RF, Inc. Registration Statement on Form S-1 Filed on October 1, 2024 File No. 333-282444 Dear Ryan Pratt: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for

As filed with the Securities and Exchange Commission on October 1, 2024

As filed with the Securities and Exchange Commission on October 1, 2024 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

GUER / Guerrilla RF, Inc. / Tompkins Mark N. - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 3 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 40162G 104 (CUSIP Number) June 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Guerrilla RF Reports Record Second Quarter 2024 Results and Gross Margin Expansion

Exhibit 99.1 Guerrilla RF Reports Record Second Quarter 2024 Results and Gross Margin Expansion ● Record revenue quarter of $6.1 million, 61.7% increase over prior year period ● Gross Margin expands 631 basis points over prior year quarter to 65.3% ● Closed on $22 million private placement, strengthening financial condition GREENSBORO, NC — August 13, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a lea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of reg

GUER / Guerrilla RF, Inc. / NR-PRL Partners, LP - SCHEDULE 13D Activist Investment

SC 13D 1 nrpp20240812sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Todd B. Hammer North Run Capital, LP 867 Boylston Street 5th Floor #1361 Boston, MA 0211

Joint Filing Agreement, dated August 12, 2024.

EX-99.5 2 ex712958.htm EXHIBIT 99.5 Exhibit 99.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.0001 per share, of Guerrilla RF, Inc

Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).

Exhibit 3.1 Execution Version CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF GUERRILLA RF, INC. Guerrilla RF, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Amended and Res

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organiza

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Registration Rights Agreement, dated August 2, 2024, between the Company and the Buyer listed therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 2, 2024, by and between Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purch

Amendment No. 2 to Amended and Restated Loan Agreement, dated August 2, 2024, between the Company and Salem Investment Partners V, Limited Partnership (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).

Exhibit 10.1 Execution AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of August 2, 2024 (the “Effective Date”), by and between GUERRILLA RF, INC., a Delaware corporation (the “Borrower”), and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership (“Sale

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGIS

Guerrilla RF Announces Closing of $22.0 Million Private Placement

Exhibit 99.1 Guerrilla RF Announces Closing of $22.0 Million Private Placement ● Capital Funds Advancement of Growth Plan ● Transaction Significantly Strengthens Company Balance Sheet GREENSBORO, NC — August 6, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave semiconductors, today announced the closing of a private placement with a single institution

Securities Purchase Agreement, dated August 2, 2024, between the Company and the Buyer listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2024, by and among Guerrilla RF, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). WHEREAS: A. The Company and the Buyers are executing and delivering this Agreement

5,215,086 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-278952 PROSPECTUS 5,215,086 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 5,215,086 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 1,465,000 shares of Common Stock issu

Guerrilla RF Reports Record First Quarter 2024 Results and Gross Margin Expansion

Exhibit 99.1 Guerrilla RF Reports Record First Quarter 2024 Results and Gross Margin Expansion ● Record revenue quarter of $5.1 million ● Gross Margin expands 640 basis points sequentially over prior quarter GREENSBORO, NC — May 15, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave semiconductors, today announced results for the first quarter 2024 end

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Guerrilla RF Reports Record First Quarter 2024 Results and Gross Margin Expansion

Exhibit 99.1 Guerrilla RF Reports Record First Quarter 2024 Results and Gross Margin Expansion ● Record revenue quarter of $5.1 million ● Gross Margin expands 640 basis points sequentially over prior quarter GREENSBORO, NC — May 15, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave semiconductors, today announced results for the first quarter 2024 end

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of re

Current Report

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organizatio

Certificate of Amendment to the Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on May 2, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 3, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GUERRILLA RF, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Guerrilla RF, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The Amended and Restated Certificate of I

May 1, 2024

May 1, 2024 Bradley Ecker Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

As filed with the Securities and Exchange Commission on May 1, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2024 Registration Number 333-278952 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

LETTER

United States securities and exchange commission logo April 29, 2024 Ryan Pratt Chief Executive Officer Guerrilla RF, Inc.

Guerrilla RF Completes Strategic Acquisition of GaN Device Portfolio from Gallium Semiconductor New RF GaN Products Expected to Dramatically Increase Addressable Market for the Company

Exhibit 99.1 Guerrilla RF Completes Strategic Acquisition of GaN Device Portfolio from Gallium Semiconductor New RF GaN Products Expected to Dramatically Increase Addressable Market for the Company GREENSBORO, NC—April 29, 2024—Guerrilla RF, Inc. (OTCQX: GUER) has finalized the acquisition of Gallium Semiconductor's entire portfolio of GaN power amplifiers and front-end modules. Effective April 26

Calculation of Filing Fee Tables (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

As filed with the Securities and Exchange Commission on April 26, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 26, 2024 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GUER / Guerrilla RF, Inc. / Bleichroeder LP - GUER13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 40162G203 (CUSIP Number) March 28, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☑ Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 1, 2024

April 1, 2024 VIA EDGAR – FORM RW Securities and Exchange Commission Division of Corporation Finance 100 F.

Form of Lock Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.3 Lock-Up Agreement March 28, 2024 Guerrilla RF, Inc. 2000 Pisgah Church Road Greensboro, NC 27455 Attention: Ryan Pratt Email: [email protected] Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of March 28, 2024, by and among Guerrilla RF, Inc., a Delaware corporation (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Amendment No. 1 to Amended and Restated Loan Agreement, dated March 28, 2024, between the Company and Salem Investment Partners V, Limited Partnership (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.5 AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of March 28, 2024 (the “Effective Date”), by and between GUERRILLA RF, INC., a Delaware corporation (the “Borrower”), and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership (“Salem V”), in

Registration Rights Agreement, dated March 28, 2024, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 28, 2024, by and between Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purch

GUER / Guerrilla RF, Inc. / Bodford Alvin M. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 2 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Alvin M. Bodford AMB Investments LLC 1501 Highwoods Boulevard, Suite 302 Greensboro NC 27410 336-900-2401 (Name, Address and Teleph

Guerrilla RF Announces Completion of $5.0 Million Private Placement Equity Financing and Related Transactions Company completes private placement equity financing and debt conversion; total transaction value of $5.0 million Company extends maturity o

Exhibit 99.1 Guerrilla RF Announces Completion of $5.0 Million Private Placement Equity Financing and Related Transactions Company completes private placement equity financing and debt conversion; total transaction value of $5.0 million Company extends maturity of $12 million debt facility to January 2026 GREENSBORO, NC—April 1, 2024—Guerrilla RF, Inc. (“Guerrilla” or the “Company”)(OTCQX: GUER),

GUER / Guerrilla RF, Inc. / SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 sip20240401sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Kevin Jessup Salem Investment Partners V, Limited Partnership 7900 Triad Center Dri

GUER / Guerrilla RF, Inc. / Pratt Ryan Michael - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 rmpratt20240401sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 2 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Ryan Michael Pratt 5686 Green Dale Ct. Summerfield, NC 27358 336-383-2787 (Name

Guerrilla RF Reports Record Revenue for Fourth Quarter and Full Year 2023 Fourth quarter revenue rose 93.6% and Full Year Revenues Grew 30.2% year-over-year Full Year 2024 Guidance: Revenue between $21.0 and $26.0 million and Gross Profit between $12

Exhibit 99.1 Guerrilla RF Reports Record Revenue for Fourth Quarter and Full Year 2023 Fourth quarter revenue rose 93.6% and Full Year Revenues Grew 30.2% year-over-year Full Year 2024 Guidance: Revenue between $21.0 and $26.0 million and Gross Profit between $12.8 and $15.9 million Management Expects EBITDA Break-Even Second Quarter 2024 Announced first production PO and shipment to the SATCOM ma

Securities Purchase Agreement, dated March 28, 2024, between the Company and the Purchasers listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of registr

Description of Registrant's Securities

Exhibit 4.4 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 31, 2023, Guerrilla RF, Inc. (“we,” “our,” “us,” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, $0.0001 par value per share. The following info

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

GUER / Guerrilla RF, Inc. / Tompkins Mark N. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 40162G 104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Guerrilla RF Reports Record Revenue for Fourth Quarter and Full Year Fourth Quarter Revenue Rose 95.8% Year-over-Year; FY23 Revenue Grew 30.0% Compared to FY22

Exhibit 99.1 Guerrilla RF Reports Record Revenue for Fourth Quarter and Full Year 2023 Fourth Quarter Revenue Rose 95.8% Year-over-Year; FY23 Revenue Grew 30.0% Compared to FY22 GREENSBORO, NC — January 16, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave semiconductors, today announced record revenue for the fourth quarter and full year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 GUERRILLA RF, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Guerrilla RF Reports New $1M PTMP Wireless Infrastructure Purchase Order

Exhibit 99.1 Guerrilla RF Reports New $1M PTMP Wireless Infrastructure Purchase Order GREENSBORO, NC—January 9, 2024—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave semiconductors, today announced an initial purchase order (PO) of $1.0 million for a new point-to-multipoint (PTMP) wireless infrastructure design win associated with its popular G

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

Guerrilla RF Reports Highest Deliveries Ever

Exhibit 99.1 Guerrilla RF Reports Highest Deliveries Ever GREENSBORO, NC—December 12, 2023—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave communications solutions, today announced over 25.3% more shipments in November 2023 compared to its previous largest month and 259.7% over November 2022. The purchase order amount is attributable to eight

Guerrilla RF Reports Third Quarter 2023 Results Company demonstrates strong Year-over-Year revenue growth of 52%, driven by increase in automotive product sales

Exhibit 99.1 Guerrilla RF Reports Third Quarter 2023 Results Company demonstrates strong Year-over-Year revenue growth of 52%, driven by increase in automotive product sales GREENSBORO, NC — November 13, 2023 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave communications solutions, today announced its financial and operating results for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 GUERRILLA RF, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name o

Guerrilla RF Provides Updated Guidance on Future Revenues and Plans

Exhibit 99.1 Guerrilla RF Provides Updated Guidance on Future Revenues and Plans GREENSBORO, NC —September 27, 2023 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave communications semiconductors, today provided a corporate update for guidance on full year 2023 and 2024 revenue, financing and efforts to accelerate its path to profitability. Ma

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organizatio

GUER / Guerrilla RF Inc / SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Kevin Jessup Salem Investment Partners V, Limited Partnership 7900 Triad Center Drive, Suite 333 Greensboro, NC 27409 336-245-4490 (Name, Address and

GUER / Guerrilla RF Inc / Bodford Jason - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Jason Bodford 538 N. Regional Road Greensboro NC 27409 336-931-1860 (Name, Address and Telephone Number of Person Authorized to Rec

GUER / Guerrilla RF Inc / Pratt Ryan Michael - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Ryan Michael Pratt 5686 Green Dale Ct. Summerfield, NC 27358 336-383-2787 (Name, Address and Telephone Number of Person Authorized

GUER / Guerrilla RF Inc / Bodford Alvin M. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40162G203 (CUSIP Number) Alvin M. Bodford AMB Investments LLC 1501 Highwoods Boulevard, Suite 302 Greensboro NC 27410 336-900-2401 (Name, Address and Teleph

Junior Tranche Multi-Draw Note, dated September 5, 2023, issued to Salem Investment Partners V, Limited Partnership (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 7, 2023)*

Exhibit 10.2 Execution THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 5, 2023 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL FINANCE, LLC (f/k/a SPECTRUM C

Amended and Restated Senior Tranche Term Note, dated September 5, 2023, issued to Salem Investment Partners V, Limited Partnership (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 7, 2023).

Exhibit 10.3 Execution THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 5, 2023 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL FINANCE, LLC (f/k/a SPECTRUM C

Amended and Restated Loan Agreement, dated September 5, 2023, by and between Guerrilla RF, Inc., as Borrower, and Salem Investment Partners V, Limited Partnership as Lender and Collateral Agent(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 7, 2023).

Exhibit 10.1 Execution THIS AMENDED AND RESTATED LOAN AGREEMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 5, 2023 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL FINAN

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

First Production PO for SATCOM Market Securing Stronger Second Half 2023

Exhibit 99.1 First Production PO for SATCOM Market Securing Stronger Second Half 2023 GREENSBORO, NC — September 06, 2023 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave communications solutions, today announced the first production purchase order (PO) received from a Tier 1 satellite communications (SATCOM) company. Since announcing entranc

Amended and Restated Junior Tranche Term Note, dated September 5, 2023, issued to Salem Investment Partners V, Limited Partnership (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on September 7, 2023)*

Exhibit 10.4 Execution THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 5, 2023 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL FINANCE, LLC (f/k/a SPECTRUM C

Amendment No. 3 to Loan Agreement, dated August 14, 2023, by and between Guerrilla RF, Inc., as Borrower, and Salem Investment Partners V, Limited Partnership as Lender and Collateral Agent*

Exhibit 10.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Junior Tranche Term Note, dated August 14, 2023, issued to Salem Investment Partners V, Limited Partnership

Exhibit 10.2

Guerrilla RF Reports Second Quarter 2023 Results Company demonstrates strong Y-o-Y revenue growth of 22%, driven by increase in automotive product sales; continued strong gross profit margins

Exhibit 99.1 Guerrilla RF Reports Second Quarter 2023 Results Company demonstrates strong Y-o-Y revenue growth of 22%, driven by increase in automotive product sales; continued strong gross profit margins GREENSBORO, NC — August 15, 2023 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave communications solutions, today announced its financial a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of reg

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 000-56238 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 000-56238 NOTIFICATION OF LATE FILING (Check One): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Convertible Note Purchase Agreement, dated as of July 24, 2023, by and between the Company and the Purchasers listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 27, 2023).

Exhibit 10.1 GUERRILLA RF, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT (Minimum Investment of $500,000) This Convertible Note Purchase Agreement (this "Agreement"), dated as of July 24, 2023, is entered into among GUERRILLA RF, INC., a Delaware corporation (the "Company"), and the persons and entities (each individually a "Purchaser," and collectively, the "Purchasers") named on the Schedule of Purch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 GUERRILLA RF, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 GUERRILLA RF, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

Convertible Note Purchase Agreement, dated as of July 12, 2023, by and between the Company and the Purchasers listed therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on July 18, 2023).

Exhibit 10.3 GUERRILLA RF, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this "Agreement"), dated as of July 12, 2023, is entered into among GUERRILLA RF, INC., a Delaware corporation (the "Company"), and the persons and entities (each individually a "Purchaser," and collectively, the "Purchasers") named on the Schedule of Purchasers attached hereto (as the sam

Guerrilla RF Provides Corporate Update R&D-Driven Radio Frequency Semiconductor Company Explores Alternative Pathways to Uplisting to a Senior Exchange

Exhibit 99.1 Guerrilla RF Provides Corporate Update R&D-Driven Radio Frequency Semiconductor Company Explores Alternative Pathways to Uplisting to a Senior Exchange GREENSBORO, NC—July 3, 2023— Guerrilla RF, Inc. (OTCQX: GUER) a leading provider of state-of-the-art radio frequency and microwave communications solutions, today provided a corporate update, highlighting recent business progress and s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 GUERRILLA RF, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

Guerrilla RF, Inc. Employee Voluntary Deferred Compensation Program Voluntary Salary Deferral Election Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2023).

Exhibit 10.1 GUERRILLA RF, INC. EMPLOYEE VOLUNTARY DEFERRED COMPENSATION PROGRAM VOLUNTARY SALARY DEFERRAL ELECTION AGREEMENT Participant Information Name: Address: City: State Zip Last 4 digits of Social Security Number Check one: ☐ New Election ☐ Change NOTE: All capitalized terms not defined in this Deferral Agreement shall have the meaning given to them in the Guerrilla RF, Inc. Employee Volun

Amendment No. 2 to Loan Agreement

Exhibit 10.3

Guerrilla RF, Inc. Employee Voluntary Deferred Compensation Program (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 3, 2023).

Exhibit 10.2 GUERRILLA RF, INC. EMPLOYEE VOLUNTARY DEFERRED COMPENSATION PROGRAM 1. Establishment of the Program. Guerrilla RF, Inc. (the “Company”) establishes this voluntary salary deferral program known as the Guerrilla RF, Inc. Employee Voluntary Deferred Compensation Program (the “Program”), effective June 26, 2023 (the “Effective Date”). The Program provides for the voluntary deferral of com

11,930,190 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-270980 PROSPECTUS 11,930,190 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 11,930,190 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Guerrilla RF, Inc., which includes (i) an aggregate of 7,099,152 shares of Common Stock is

FORM FWP

Form of Underwriting Agreement.

Exhibit 1.1 GUERRILLA RF, INC. UNDERWRITING AGREEMENT [ ] Shares of Common Stock [ ], 2023 Laidlaw & Company (UK) Ltd. As the Representative of the Several Underwriters Named on Schedule I hereto c/o Laidlaw & Company (UK) Ltd. 521 5th Avenue, 12th Fl. New York, NY 10175 Ladies and Gentlemen: Guerrilla RF, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions

As filed with the Securities and Exchange Commission on June 2, 2023

Table of Contents As filed with the Securities and Exchange Commission on June 2, 2023 Registration Number 333-271065 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of re

Amendment No. 1 to Loan Agreement by and among Guerrilla RF, Inc., Guerrilla RF Operating Corporation, and Salem Investment Partners, LP, dated May 1, 2023.

Exhibit 10.1 Execution AMENDMENT NO. 1 TO LOAN AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of May 1, 2023, by and among GUERRILLA RF, INC., a Delaware corporation (“Parent”), GUERRILLA RF OPERATING CORPORATION, a Delaware corporation (together with Parent, the “Borrowers” and each, individually, a “Borrower”), and SALEM INVESTMENT PARTNERS V, LIM

Guerrilla RF Announces Reverse Stock Split in Preparation for a Proposed Uplisting to a National Exchange Company enacts a one-for-six reverse stock split as the next step in the process of uplisting its stock on a national securities exchange

Exhibit 99.1 Guerrilla RF Announces Reverse Stock Split in Preparation for a Proposed Uplisting to a National Exchange Company enacts a one-for-six reverse stock split as the next step in the process of uplisting its stock on a national securities exchange GREENSBORO, N.C.—April 14, 2023—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave com

Certificate of Amendment to the Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on April 14, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 14, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GUERRILLA RF, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Guerrilla RF, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The Amended and Restated Certificate of I

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

As filed with the Securities and Exchange Commission on April 11, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 11, 2023 Registration Number 333-270980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 11, 2023

April 11, 2023 Bradley Ecker Securities and Exchange Commission Division of Corporation Finance 100 F.

33,553,772 Shares of Common Stock

Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(3) File No. 333-261860 33,553,772 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 33,553,772 shares of common stock, par value $0.0001 per share, of Guerrilla RF, Inc., which include (i) 24,130,642 shares of common stock privately issued to the selling stockho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 GUERRILLA RF, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

LETTER

United States securities and exchange commission logo April 4, 2023 John Berg Chief Financial Officer Guerrilla RF, Inc.

As filed with the Securities and Exchange Commission on April 3, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 3, 2023 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

Power of Attorney (included on the signature page to the initial filing of this Registration Statement).

Table of Contents As filed with the Securities and Exchange Commission on March 30, 2023 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Calculation of Filing Fee Tables (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

As filed with the Securities and Exchange Commission on March 16, 2023

Table of Contents As filed with the Securities and Exchange Commission on March 16, 2023 Registration Number 333-261860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

FDIC Creates a Deposit Insurance National Bank of Santa Clara to Protect Insured Depositors of Silicon Valley Bank, Santa Clara, California

EX-99.1 2 ex487152.htm EXHIBIT 99.1 Exhibit 99.1 Home // News // Press Releases Press Release FDIC Creates a Deposit Insurance National Bank of Santa Clara to Protect Insured Depositors of Silicon Valley Bank, Santa Clara, California Fr i d a y, M a r c h 1 0 , 2 0 2 3 For Immediate Release WASHINGTON – Silicon Valley Bank, Santa Clara, California, was closed today by the California Department of

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Definitive Proxy Statement

DEF 14A 1 guer20230303def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of registr

Offer Letter, dated December 1, 2021, by and between Kellie Chong and Guerrilla RF, Inc. (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed with the SEC on March 3, 2023).

Exhibit 10.16 Guerrilla RF 1196 Pleasant Ridge Rd., Suite 5 Greensboro, NC 27409 November 24, 2021 Kellie Chong Dear Kellie Chong, It is our pleasure to confirm our offer of employment to you as Chief Business Office at Guerrilla RF. In this position, you will report directly to Ryan Pratt beginning January 17th· 2022 Your salary will be $300,00.00 per year with paychecks issued bi-weekly. In addi

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

Guerrilla RF Completes Final Closing of $9.2 Million Private Placement Equity Financing Company completes final close of previously announced private placement equity financing; total gross proceeds of $9.2 million

Exhibit 99.1 Guerrilla RF Completes Final Closing of $9.2 Million Private Placement Equity Financing Company completes final close of previously announced private placement equity financing; total gross proceeds of $9.2 million GREENSBORO, NC—March 1, 2023—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave communications solutions, today announced that it has

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2023 GUERRILLA RF, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Guerrilla RF Appoints Virginia Summerell to the Board of Directors

Exhibit 99.1 Guerrilla RF Appoints Virginia Summerell to the Board of Directors GREENSBORO, NC—February 23, 2023—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave communications solutions, today announced the appointment of Virginia R. Summerell to its Board of Directors effective February 20, 2023. Summerell is Guerrilla RF’s second female Board member, and

Guerrilla RF Receives $2.4 Million Purchase Order from Leading Automotive Supplier

Exhibit 99.1 Guerrilla RF Receives $2.4 Million Purchase Order from Leading Automotive Supplier Purchase order demonstrates growing demand for the Company’s key components that serve the autonomous and connected vehicle industry GREENSBORO, NC—February 16, 2023—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave communications solutions, toda

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

GUER / Guerrilla RF Inc / Tompkins Mark N. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea173506-13ga1tompguerrilla.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No.1 Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 40162G (CUSIP Number) December 31, 2022 (Date of Event Which Requires Fi

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 3, 2023).

EX-10.2 3 ex455554.htm EXHIBIT 10.2 Exhibit 10.2 NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization

Form of Unit Purchase Agreement by and between the Company and the parties thereto (incorporated by Reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 3, 2023)

EX-10.1 2 ex453028.htm EXHIBIT 10.1 Exhibit 10.1 UNIT PURCHASE AGREEMENT BY AND AMONG GUERRILLA RF, INC. AND EACH PURCHASER IDENTIFIED ON APPENDIX A HERETO DISCLOSURE SCHEDULES AND EXHIBITS TO UNIT PURCHASE AGREEMENT Schedule 3.1(c)(iii) Conflicts Schedule 3.1(d) Filings, Consents and Approvals Schedule 3.1(f) Capitalization Schedule 3.1(m) Intellectual Property Schedule 3.1(q) Certain Fees Exhibi

Guerrilla RF Announces Initial Closing of $5 Million Private Placement Equity Financing

EX-99.1 6 ex452992.htm EXHIBIT 99.1 Exhibit 99.1 Guerrilla RF Announces Initial Closing of $5 Million Private Placement Equity Financing GREENSBORO, NC – January 3, 2023 - Guerrilla RF, Inc. (OTCQX: GUER) (the “Company”), an innovative fabless semiconductor company, today announced the initial closing of its private placement, providing gross proceeds of approximately $5.0 million, not including a

Registration Rights Agreement, dated December 30, 2022, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on January 3, 2023).

EX-10.3 4 ex455555.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2022 among Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, in connection wit

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on January 3, 2023).

EX-10.4 5 ex455556.htm EXHIBIT 10.4 Exhibit 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL S

Second Amendment to Office Building Lease Agreement by and between Koury Corporation and Guerrilla RF, Inc. dated November 10, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022).

EX-10.7 4 ex425657.htm EXHIBIT 10.7 Exhibit 10.7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name o

Amendment to Office Building Lease Agreement by and between Koury Corporation and Guerrilla RF, Inc. dated November 5, 2021 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022).

EX-10.6 3 ex425651.htm EXHIBIT 10.6 Exhibit 10.6

Third Amendment to Office Building Lease Agreement by and between Koury Corporation and Guerrilla RF, Inc. dated August 30, 2022 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022).

Exhibit 10.8

Office Building Lease Agreement by and between Koury Corporation and Guerrilla RF, Inc. dated July 15, 2021 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022).

Exhibit 10.5

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Guerrilla RF, Inc. Reports Third Quarter 2022 Financial Results and Corporate Update

EX-99.1 2 ex444841.htm EXHIBIT 99.1 Exhibit 99.1 Guerrilla RF, Inc. Reports Third Quarter 2022 Financial Results and Corporate Update GREENSBORO, NC—November 9, 2022—Guerrilla RF, Inc. (OTCQX: GUER) (the “Company”), an innovative fabless semiconductor company, today announced results for the third quarter 2022. Guerrilla RF reported that its operating financial contribution margin and gross profit

Guerrilla RF to Present at the LD Micro Main Event XV Conference on October 26, 2022

EX-99.2 3 ex435019.htm EXHIBIT 99.2 Exhibit 99.2 Guerrilla RF to Present at the LD Micro Main Event XV Conference on October 26, 2022 GREENSBORO, NC—October 21, 2022—Guerrilla RF, Inc. (OTCQX: GUER), the innovative fabless semiconductor company, is giving an investor presentation on October 26 at the 2022 LD Micro Main Event XV Conference. The event is being held at the Luxe Sunset Boulevard Hotel

Guerrilla RF Rounds Out its ¼W Linear PA Family with the New GRF5521 InGaP HBT Power Amplifier from Guerrilla RF Provides 23.5dBm of Output Power for Cellular Applications Requiring Exceptional Native Linearity over Temperature Extremes

EX-99.1 2 ex435018.htm EXHIBIT 99.1 Exhibit 99.1 Guerrilla RF Rounds Out its ¼W Linear PA Family with the New GRF5521 InGaP HBT Power Amplifier from Guerrilla RF Provides 23.5dBm of Output Power for Cellular Applications Requiring Exceptional Native Linearity over Temperature Extremes GREENSBORO, NC—October 20, 2022— Guerrilla RF, Inc. (OTCQX: GUER) introduces the GRF5521, one of ten ¼ W linear po

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Guerrilla RF Receives First Design Wins for New Digital Step Attenuator

Exhibit 99.1 Guerrilla RF Receives First Design Wins for New Digital Step Attenuator GREENSBORO, NC?October 10, 2022?Guerrilla RF, Inc. (OTCQX: GUER), the innovative fabless semiconductor company, announces that it has confirmed design wins with strategic customers for its new digital step attenuator (DSA), the GRF6402. The device, with its novel Rapid FireTM switching capability, represents multi

Guerrilla RF Announces the Appointment of Susan Barkal to its Board of Directors

EX-99.1 2 ex420349.htm EXHIBIT 99.1 Exhibit 99.1 Guerrilla RF Announces the Appointment of Susan Barkal to its Board of Directors GREENSBORO, NC—September 6, 2022——Guerrilla RF, Inc. (OTCQX: GUER) announced today the appointment of Susan Barkal to its Board of Directors. Following the appointment, the board will be comprised of 7 directors. “We are absolutely delighted to welcome Susan to our Boar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 05, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organizatio

Term Note, dated August 11, 2022, issued to Salem Investment Partners V, Limited Partnership

EX-10.3 4 ex414245.htm EXHIBIT 10.3 Exhibit 10.3 THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF AUGUST 11, 2022 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL SERVICES COMPANY, L.L.C (“S

Security Agreement, dated August 11, 2022, by and among Guerrilla RF, Inc. and Guerrilla RF Operating Corporation, as Grantors, and Salem Investment Partners V, Limited Partnership as Collateral Agent*

Exhibit 10.2 SECURITY AGREEMENT by GUERRILLA RF, INC. and GUERRILLA RF OPERATING CORPORATION as Grantors and THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP as Collateral Agent August 11, 2022 Table of Contents Page ARTICLE 1 DEFINED TERMS 1 SECTION 1.1 Terms Defined in the Uniform Commercial Code. 1 SECTION 1.2 Definitions 1 SECTION 1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Loan Agreement, dated August 11, 2022, by and among Guerrilla RF, Inc. and Guerrilla RF Operating Corporation, as Borrowers, and Salem Investment Partners V, Limited Partnership as Lender and Collateral Agent*

EX-10.1 2 ex414243.htm EXHIBIT 10.1 Exhibit 10.1 Execution THIS LOAN AGREEMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF AUGUST 11, 2022 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL SERVICES COMP

Multi-Draw Note, dated August 11, 2022, issued to Salem Investment Partners V, Limited Partnership

Exhibit 10.4 THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE ?SUBORDINATION AGREEMENT?) DATED AS OF AUGUST 11, 2022 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL SERVICES COMPANY, L.L.C (?SPECTRUM?), TO THE INDEBTEDNESS (INCL

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

EX-99.1 2 ex413445.htm EXHIBIT 99.1 Exhibit 99.1 Guerrilla RF Reports Continued Growth in its Second Quarter of 2022, Despite Global Supply Chain Issues GREENSBORO, NC—August 12, 2022—Guerrilla RF, Inc. (OTCQX: GUER) (the “Company” or “Guerrilla RF”) reported financial results for its second quarter, which ended on June 30, 2022. “I am encouraged by the progress we have made, in particular, the de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of reg

GRF5526/36 PAs Deliver ¼ W of Linear Power for 5G without DPD Newest InGaP HBT Power Amplifiers from Guerrilla RF Provide 23dBm of Natively Linear Output Power for 5G Applications that Cannot Employ DPD, CFR or ET

EX-99.1 2 ex389023.htm EXHIBIT 99.1 Exhibit 99.1 GRF5526/36 PAs Deliver ¼ W of Linear Power for 5G without DPD Newest InGaP HBT Power Amplifiers from Guerrilla RF Provide 23dBm of Natively Linear Output Power for 5G Applications that Cannot Employ DPD, CFR or ET GREENSBORO, NC—June 21, 2022—Guerrilla RF, Inc. (OTCQX: GUER) announces it is now sampling the GRF5526 and GRF5536, the latest in a serie

Guerrilla RF Expands its Portfolio to Include DSAs The GRF6402 is the First in a Series of New 0.25dB Step DSAs which Incorporate a Novel ‘Rapid Fire’ Attenuation Setting Feature

EX-99.2 3 ex389024.htm EXHIBIT 99.2 Exhibit 99.2 Guerrilla RF Expands its Portfolio to Include DSAs The GRF6402 is the First in a Series of New 0.25dB Step DSAs which Incorporate a Novel ‘Rapid Fire’ Attenuation Setting Feature GREENSBORO, NC—June 22, 2022—Guerrilla RF, Inc. (OTCQX: GUER) announces it is now sampling the GRF6402, the first of a new family of 0.25dB step DSAs (Digital Step Attenuat

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

GRF5317 PA Delivers 18dBm of Wideband Linear Power without requiring DPD Newest InGaP HBT Power Amplifier from Guerrilla RF Provides Natively Linear Output Power for 5G Applications that Cannot Employ DPD, CFR or ET

EX-99.3 4 ex389025.htm EXHIBIT 99.3 Exhibit 99.3 GRF5317 PA Delivers 18dBm of Wideband Linear Power without requiring DPD Newest InGaP HBT Power Amplifier from Guerrilla RF Provides Natively Linear Output Power for 5G Applications that Cannot Employ DPD, CFR or ET GREENSBORO, NC—June 23, 2022—Guerrilla RF, Inc. (OTCQX: GUER) announces it is now sampling the GRF5317, the first of a series of new 0.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

Revenue and Market Strategy Presentation, furnished herewith.

EX-99.2 3 ex384438.htm EXHIBIT 99.2 Exhibit 99.2

Guerrilla RF to Present at LD Micro Invitational XII on June 7 at 7:30 a.m. PDT

Exhibit 99.1 Guerrilla RF to Present at LD Micro Invitational XII on June 7 at 7:30 a.m. PDT Guerrilla RF, Inc. (OTCQX: GUER) announced today that it has been selected to present at the LD Micro Invitational XII on June 7, 2022 at 7:30 a.m. PDT. Sam Funchess, VP Investor Relations and Dr. John Berg, CFO will be presenting. The event will be held in-person at the Four Seasons Westlake Village in Lo

General Credit and Security Agreement, dated as of June 1, 2022, between Guerrilla RF, Inc. and SPECTRUM Commercial Services Company, L.L.C.

Exhibit 10.1

Assignment of Accounts and Security Agreement, dated as of June 1, 2022, by and between Guerrilla RF, Inc. and SPECTRUM Commercial Services Company, L.L.C.

EX-10.2 3 ex383928.htm EXHIBIT 10.2 Exhibit 10.2

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 01, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

(16.1) Letter from FORVIS, LLP to the Securities and Exchange Commission, dated June 03, 2022.

Exhibit 16.1 June 3, 2022 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated June 1, 2022 of Guerrilla RF, Inc. and are in agreement with the statements therein concerning Dixon Hughes Goodman LLP, BKD, LLP and FORVIS, LLP. We have no basis to agree or disagree with other statements of the registrant containe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 02, 2022 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of re

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 Guerrilla RF, Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (Co

Guerrilla RF Announces Record Sales in its First Quarter of 2022, as Product Sales Increased 39 Percent

Exhibit 99.1 Guerrilla RF Announces Record Sales in its First Quarter of 2022, as Product Sales Increased 39 Percent GREENSBORO, NC—May 12, 2022—Guerrilla RF, Inc. (OTC Pink: GUER) today reported financial results for its quarter ended March 31, 2022. “We saw record revenues and product shipments in Q1 2022 as we continued to meet customer demand,” said Ryan Pratt, Guerrilla RF Founder and CEO. “I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a0422guerrillarf.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56238 GUERRILLA RF, INC. (Exact name of registr

Description of Registrant's Securities

EX-4.3 2 ex336345.htm DESCRIPTION OF REGISTRANT'S SECURITIES Exhibit 4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 31, 2021, Guerrilla RF, Inc. (“we,” “our,” “us,” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea157881-nt10kguerrilla.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Pe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Guerrilla RF, Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization) (

Guerrilla RF Announces Record Sales in 2021, as Product Sales Increase 63 Percent Company Ends 2021 with Largest Purchase Order Backlog in History, as the Number of Tier-One and Tier-Two Customers Grows

EX-99.1 2 ea157730ex99-1guerrilla.htm EARNINGS RELEASE, DATED MARCH 31, 2022, FURNISHED HEREWITH Exhibit 99.1 Guerrilla RF Announces Record Sales in 2021, as Product Sales Increase 63 Percent Company Ends 2021 with Largest Purchase Order Backlog in History, as the Number of Tier-One and Tier-Two Customers Grows GREENSBORO, NC—March 31, 2022—Guerrilla RF, Inc. (“Guerrilla RF” or the “Company”), a s

As filed with the Securities and Exchange Commission on February 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GUERRILLA RF, INC. (Exact name of Regis

S-8 1 ea156189-s8guerrilla.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GUERRILLA RF, INC. (Exact name of Registrant as specified in its charter) Delaware 85-3837067 (State or other jurisdiction of (I.R.S. E

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) Guerrilla RF, Inc.

33,553,772 Shares of Common Stock

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-261860 33,553,772 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 33,553,772 shares of common stock, par value $0.0001 per share, of Guerrilla RF, Inc., which include (i) 24,130,642 shares of common stock privately issued to the selling stockho

Calculation of Filing Fee

Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

As filed with the Securities and Exchange Commission on February 10, 2022

As filed with the Securities and Exchange Commission on February 10, 2022 Registration Number 333-261860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 10, 2022

CORRESP 1 filename1.htm February 10, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Guerrilla RF, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on February 2, 2022 File No. 333-261860 Dear Sir or Madam: On behalf of Guerrilla RF, Inc. (the “Company”), enclosed for filing is Pre-Effective Amendment No. 2 to t

February 11, 2022

CORRESP 1 filename1.htm February 11, 2022 Erin Donahue, Esq. Securities and Exchange Commission Division of Corporation Finance 100 F. Street NE Washington, D.C. 20549 Re: Guerrilla RF, Inc. (the “Registrant”) Registration Statement on Form S-1 (Registration Number 333-261860) Dear Ms. Donahue, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant

LETTER

United States securities and exchange commission logo February 9, 2022 John Berg Chief Financial Officer Guerrilla RF, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 Guerrilla RF, Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Kellie Chong Joins Guerrilla RF as Chief Business Officer

EX-99.1 2 ea155038ex99-1guerrilla.htm PRESS RELEASE, DATED FEBRUARY 1, 2022 Exhibit 99.1 Kellie Chong Joins Guerrilla RF as Chief Business Officer GREENSBORO, NC—February 1, 2022—Guerrilla RF (GRF) announces Kellie Chong has joined the company as Chief Business Officer. In this new position, Chong is responsible for overseeing the Sales, Marketing and Business Development initiatives of the compan

February 2, 2022

February 2, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Guerrilla RF, Inc. Registration Statement on Form S-1 (?Registration Statement?) Filed December 23, 2021 File No. 333-261860 Dear Sir or Madam: On behalf of Guerrilla RF, Inc. (the ?Company?), enclosed for filing is Pre-Effective Amendment No. 1 to the Company?s Regist

As filed with the Securities and Exchange Commission on February 2, 2022

As filed with the Securities and Exchange Commission on February 2, 2022 Registration Number 333-261860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Calculation of Filing Fee

EX-FILING FEES 5 fs12022a1ex-feesguerrillarf.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) Guerrilla RF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Ag

LETTER

United States securities and exchange commission logo January 19, 2022 John Berg Chief Financial Officer Guerrilla RF, Inc.

2021 Equity Incentive Plan and form of Stock Bonus Award Agreement (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the SEC on December 23, 2021).

EX-10.15 3 fs12021ex10-15guerrillarf.htm 2021 EQUITY INCENTIVE PLAN Exhibit 10.5 GUERRILLA RF, INC. 2021 Equity Incentive Plan 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the fut

Power of Attorney (included on the signature page to the initial filing of this Registration Statement).

As filed with the Securities and Exchange Commission on December 22, 2021 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 Guerrilla RF, Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56238 85-3837067 (State or other jurisdiction of incorporation or organization)

Tompkins Mark N. - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Guerrilla RF, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) None (CUSIP Number) November 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Guerrilla RF Raises Additional $4.4 Million in Subsequent Closings of Private Placement Financing Additional Funding Brings Total Raise to $11.5M as Company Goes Public

EX-99.1 2 ea150923ex99-1guerrillarf.htm PRESS RELEASE DATED NOVEMBER 17, 2021 Exhibit 99.1 Guerrilla RF Raises Additional $4.4 Million in Subsequent Closings of Private Placement Financing Additional Funding Brings Total Raise to $11.5M as Company Goes Public GREENSBORO, N.C., —November 17, 2021—Guerrilla RF, Inc. (“Guerrilla RF” or “Company”), a leading manufacturer of high-performance monolithic