guer20221010

guer20221010_8k.htm

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)		(Commission File Number)		(IRS Employer Identification No.)

1196 Pleasant Ridge Road, Suite 5 Greensboro, NC		27409
(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 8.01. OTHER EVENTS.

On October 10, 2022, Guerrilla RF, Inc. (the “Company”) issued a press release (the “Press Release”) to announce confirmed design wins with strategic customers for its new digital step attenuator (DSA), the GRF6402.

The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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.

The Press 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated October 10, 2022, 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: October 11, 2022	By:	/s/ Ryan Pratt
		Ryan Pratt
		Chief Executive Officer and Director

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 Fire^TM switching capability, represents multiple milestones for the company. Shipping and revenue for this new DSA begin in 2023.

“We are pleased to have these important design wins confirmed with the GRF6402,” said Ryan Pratt, CEO and founder of Guerrilla RF. “As a producer of high-performance MMICs, this product is both our first DSA, as well as our first silicon-on-insulator (SOI) product. It represents a significant leap forward for us as we continue to expand our portfolio to include more SOI and high-frequency designs.”

With deliveries of the GRF6402 scheduled in the first half of 2023, the company is expecting to ship millions of units in the part’s inaugural year of production. With this industry-leading SOI technology, the company is ultimately looking to expand its portfolio to include switches, variable gain amplifiers, cores with complex bias control, and products that will operate well into the C and X frequency bands.

About Guerrilla RF, Inc.

Founded in 2013 and based in Greensboro, NC, Guerrilla RF develops and manufactures high-performance microwave integrated circuits (MMICs) for wireless OEMs in multiple market segments – including 5G/4G macro and small cell base stations, cellular repeaters/DAS, automotive telematics such as SDARS/V2X/GPS/DAB, military communications, navigation, and high-fidelity wireless audio. Guerrilla RF has an extensive portfolio of over 100 high-performance radio frequency (RF) and microwave semiconductor devices. The existing product line includes ultra-low noise amplifiers, gain blocks, driver amplifiers, mixers, RF switches, digital step attenuators (DSAs), and linear power amplifiers (PAs) – the critical building blocks for mission-critical, performance-driven wireless applications. To date, the company has shipped over 100 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, coming in at No. 421 and 489 for the 2020 and 2021 rankings, respectively. 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 a number of 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 Investor Relations

[email protected]

+1 336 510 7840