8-K
Guerrilla RF, Inc. (GUER)
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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<br> incorporation or organization) | (Commission File Number) | (IRS Employer<br> Identification No.) |
| 2000 Pisgah Church Road<br> Greensboro , NC | 27455 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(336) 510-7840
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On September 27, 2023, Guerrilla RF, Inc. (the “Company”) issued a press release to provide a corporate update for guidance on full year 2023 and 2024 revenue, financing, and efforts to accelerate its path to profitability. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The earnings release contains forward-looking statements regarding the Company and includes cautionary language identifying important factors that could cause actual results to differ materially from those anticipated. Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Such materials may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated September 27, 2023, furnished herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GUERRILLA RF, INC. | ||
|---|---|---|
| Date: September 27, 2023 | By: | /s/ Ryan Pratt |
| Ryan Pratt | ||
| Chief Executive Officer and Director |
ex_573592.htm
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.
Management believes Q3 2023 revenue will be between $3.3 and $3.5 million, i.e. on the upper end of previously communicated range of its guidance of $3.0 to $3.5 million. Total revenue for 2023 is expected to exceed $15.0 million, (with a range of $14.6 to $15.4 million) representing an approximate increase of 30% over the previous year.
The Company anticipates revenue for full year 2024 to be between $21.0 and $26.0 million, (representing an increase of 40%) as previously announced design wins continue to ramp. Those design wins are expected to generate in excess of $7.0 million in annualized ongoing program revenue for 2024 and increasing through 2028. Additionally, Management believes gross profit margin will grow to be in excess of 60.0% for the full year as fixed costs are absorbed more efficiently.
During the third quarter 2023, Guerrilla RF announced a further advance of $1.5 million under its existing credit facility and the initial advance of $1.75 million under a new $4.0 million loan facility with Salem Investment Partners, LP. This new facility allows the Company to capture additional revenue upside, which has resulted in backlog increasing to $6.11 million as of September 15, 2023, up from the $5.48 million (an increase of 21.8%) backlog reported as of June 30, 2023 and $4.5 million (an increase of 35.8%) as of December 31, 2022, positioning the Company for its largest revenue quarter in its history.
In conjunction with securing additional funding to support its growth, management has continued to focus on reducing expenses that do not directly support increased near-term sales and/or gross margins. The Company has implemented cost savings measures, including voluntary salary reductions, further reducing salary expenses through attrition, elimination of non-essential expenses and other efforts. These efforts are expected to reduce annualized expenses between $3.0 and $5.0 million within the next several quarters. The Company expects to substantially achieve breakeven on an operating basis, i.e. excluding interest expense, other non-operating expenses and non-recurring expenses, beginning the second quarter of 2024 as revenues are expected to exceed $6.0 million per quarter and fixed costs are absorbed more efficiently.
“Since 2013, Guerrilla RF has been investing in products, delivering high-performance RF solutions to demanding markets that value performance. However, as the market environment has changed, it has become clear that profitability is more important than all out growth. We have shifted our strategy accordingly to achieve breakeven status beginning with the second quarter of 2024. In light of anticipated 2024 revenue and operational profitability, Management believes the Company is significantly undervalued at approximately one times anticipated 2024 revenue.” said Ryan Pratt, Founder & CEO.
About Guerrilla RF, Inc.
Founded in 2013, Guerrilla RF, Inc., develops and manufactures high-performance state-of-the-art radiofrequency (RF) and microwave communication solutions for wireless OEMs in multiple high-growth market segments, which include network infrastructure for 5G/4G macro and small cell base stations, SATCOM, cellular repeaters/DAS, automotive telematics, military communications, navigation, and high-fidelity wireless audio. The Company has an extensive portfolio of 100+ high-performance RF and microwave semiconductor devices with 50+ new products in development. As one of the fastest-growing semiconductor firms in the industry, Guerrilla RF drives innovation through its R&D to commercialization initiatives and focuses on product excellence and custom solutions to underserved markets. To date, the Company has shipped over 175 million devices and has repeatedly been included in Inc. Magazine’s annual "Inc. 5000" list. Guerrilla RF recently made the top "Inc. 500" list for the second year in a row. For more information, please visit https://guerrilla-rf.com or follow the Company on Twitter and LinkedIn.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of the Company and its management about future events. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of several factors, including those described in the Company’s filings with the SEC available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.
Contact
Sam Funchess, VP of Corporate Development
sfunchess@guerrilla-rf.com
+1 336 510 7840