false 0001832487 0001832487 2023-08-14 2023-08-14

 

 

 

 

 

 

(Exact name of Registrant as specified in its charter)

 

 

 

(Registrant’s telephone number, including area code)

 

 

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:

 

 

 

 

 

 

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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

On August 14, 2023, Guerrilla RF, Inc. (the “Company”) drew down an additional $1.5 million (the “Additional Advance”) under its existing loan facility with Salem Investment Partners V, Limited Partnership (“Salem”). In connection with the additional draw, the Company executed a Promissory Note and entered into an Amendment to the existing Loan Agreement.

 

The Additional Advance has an interest rate of 14.0% per annum, with payment of interest deferred until the August 2027 maturity date, i.e. “paid-in-kind”. Additionally, the Company paid Salem a closing fee of $45,000 and has agreed to issue 400,000 shares of common stock to Salem as partial consideration for the Additional Advance.

 

The foregoing description of the Promissory Note and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the loan documents, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, and 10.2, and incorporated herein by reference.

 

The Company’s voluntary salary deferral program, as more fully described in the Current Report on Form 8-K filed with the SEC on July 3, 2023, has been terminated, effective, August 18, 2023.

 

ITEM 2.03.  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares will be issued to Salem in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended.

 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

 

 

* Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.  Guerrilla RF, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

 

 

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.