Guerrilla RF, Inc 10-Q for FY2026 Q3
Guerrilla RF, Inc. (GUER)
About this 10-Q
Guerrilla RF, Inc filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Guerrilla RF reported three-month revenue of 10,096,200 and operating income of 2,428,257, but a net loss of 3,731,159 after a 5,991,315 warrant-liability charge. Nine-month operating cash flow was 3,506,713, and cash was 6,321,292 on September 30, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $10.1M
- up 60.6% from $6.29M a year earlier
- Net loss
- $3.73M
- compared with a net loss of $644.97K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:
GUERRILLA RF, INC.
(Exact name of registrant as specified in its charter)
| (State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| Class | Outstanding as of October 30, 2026 | |||||||
| Common Stock, $0.0001 par value |
| |
GUERRILLA RF, INC.
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 21 |
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Quantitative and Qualitative Disclosures About Market Risk. | 35 |
| Item 4. |
Controls and Procedures. | 35 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 36 |
| Item 1A. |
Risk Factors. | 36 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. | 36 |
| Item 3. | Defaults Upon Senior Securities. | 36 |
| Item 4. | Mine Safety Disclosure. | 36 |
| Item 5. | Other Information. | 36 |
| Item 6. |
Exhibits | 37 |
| SIGNATURES | ||
GLOSSARY OF TERMS AND ABBREVIATIONS
The following is a glossary of technical terms used in this Report:
Design win — Acknowledgment by an end-user customer that a product has been chosen or finalized for use in the customer’s system or application.
Distribution-customer — A customer that purchases Guerrilla RF products to sell to a third-party rather than for its own use.
End-user customer — The ultimate customer that utilizes or incorporates our products into its own products or solutions whether it purchased our products directly from Guerrilla RF or a third party.
Fabless — Semiconductor company that utilizes pure-play or outsourced wafer fabrication partners rather than owning and operating their own wafer foundry.
GaN — Gallium nitride semiconductor process used in high-power amplifier applications.
Monolithic microwave integrated circuit (MMIC) — Semiconductor devices that integrate multiple radio frequency functions, such as amplification and signal conditioning, onto a single chip.
RF — Radio frequency.
Satellite Digital Audio Radio Service (SDAR) — Satellite-based digital radio broadcasting technology that delivers subscription audio programming to vehicles and other receivers.
Wafer — Thin slice of semiconductor material used as the substrate for building electronic circuits. Wafers are the output from the semiconductor foundry process before the assembly/packaging processes.
Wireless infrastructure — Systems designed or used by network operators or other professionals to ensure strong communication links to consumers or customers.
PART I. FINANCIAL INFORMATION.
ITEM 1.
The following unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although Guerrilla RF, Inc. (the "Company") believes that the disclosures made are adequate to make the information not misleading.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K filed with the SEC on March 26, 2026.
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other assets, current | ||||||||
| Total Current Assets | ||||||||
| Prepaid expenses and other assets, noncurrent | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Convertible Preferred Stock and Stockholders' Deficit | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short-term debt | ||||||||
| Deferred revenue | ||||||||
| Warrant liabilities | ||||||||
| Operating lease liability, current portion | ||||||||
| Finance lease liability, current portion | ||||||||
| Notes payable - related party, current portion | ||||||||
| Total Current Liabilities | ||||||||
| Long-term debt | ||||||||
| Operating lease liability, noncurrent | ||||||||
| Finance lease liability, noncurrent | ||||||||
| Notes payable - related party, noncurrent | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Series A convertible preferred stock, $ par value, shares authorized, issued and outstanding as of September 30, 2026 and December 31, 2025 | ||||||||
| Stockholders' Deficit | ||||||||
| Undesignated preferred stock, $ par value, shares authorized, shares issued and outstanding as of September 30, 2026 and December 31, 2025 | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Convertible Preferred Stock and Stockholders' Deficit | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Product | $ | $ | $ | $ | ||||||||||||
| Royalties and non-recurring engineering | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Direct product costs | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Other Income (Expenses): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Other Income (Expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss Per Share - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding - Basic and Diluted | ||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
| Undesignated Preferred Stock |
Common Stock |
Additional Paid-In-Capital |
Accumulated Deficit |
Total Stockholders' Deficit |
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| January 1, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Net income |
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| Net settled RSUs |
( |
) | ( |
) | ||||||||||||||||
| Share-based compensation |
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| March 31, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss |
( |
) | ( |
) | ||||||||||||||||
| Stock options exercised |
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| Net settled RSUs |
( |
) | ( |
) | ||||||||||||||||
| Share-based compensation |
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| June 30, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss |
( |
) | ( |
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| Stock options exercised |
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| Early exercise of stock options |
( |
) | ||||||||||||||||||
| Net settled RSUs |
( |
) | ( |
) | ||||||||||||||||
| Share-based compensation |
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| September 30, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Undesignated Preferred Stock |
Common Stock |
Additional Paid-In-Capital |
Accumulated Deficit |
Total Stockholders' Deficit |
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| January 1, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss |
( |
) | ( |
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| Refund of unused offering cost |
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| Net settled RSUs |
( |
) | ( |
) | ||||||||||||||||
| Share-based compensation |
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| March 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss |
( |
) | ( |
) | ||||||||||||||||
| Refund of unused offering cost |
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| Net settled RSUs |
( |
) | ( |
) | ||||||||||||||||
| Share-based compensation |
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| June 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss |
( |
) | ( |
) | ||||||||||||||||
| Net settled RSUs |
( |
) | ( |
) | ||||||||||||||||
| Share-based compensation |
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| September 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Non-cash amortization of debt discount | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Amortization of operating lease ROU assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Purchases of property, plant, and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from notes payable and recourse factoring agreement | ||||||||
| Principal payments of notes payable and recourse factoring agreement | ( | ) | ( | ) | ||||
| Refund of unused offering cost | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Proceeds from early exercise of stock options | ||||||||
| Principal payments on finance lease | ( | ) | ( | ) | ||||
| Repayments of long- and short-term debt | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Noncash investing and financing transactions: | ||||||||
| Modifications of finance leases | $ | $ | ||||||
| Property and equipment additions included in accounts payable | $ | $ | ||||||
| Software financed through short-term debt | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND NATURE OF BUSINESS
Guerrilla RF, Inc., a fabless semiconductor company based in Greensboro, North Carolina, was founded in 2013, initially as a North Carolina limited liability company before converting to a Delaware corporation. Unless otherwise stated or the context otherwise indicates, references to “Guerrilla RF”, the “Company”, “we”, “our”, “us” or similar terms refer to Guerrilla RF, Inc.
The Company supplies a broad portfolio of RF semiconductor products designed to improve system performance, reduce design complexity, enable smaller form factors, and address other demanding RF requirements. Guerrilla RF was founded with a mission to employ RF semiconductor technology to deliver RF solutions to customers in underserved markets. Over the past several years, the Company has become a leader in developing high-performance MMIC products for wireless connectivity. It continues to target underserved markets and customers, delivering a range of high-performance MMIC products and associated technical support to a diverse set of customers that enable a more connected world. Guerrilla RF currently serves customers across aerospace and defense, satellite navigation, cellular repeaters, point-to-point radios, RFID/asset tracking, wireless audio, test and measurement, and other high-performance RF applications.
The Company possesses in-house design, applications, sales, and customer support functions as a fabless semiconductor company. It outsources the manufacturing and production of MMIC products to subcontractors, providing access to multiple semiconductor process technologies. Its primary external wafer foundries are located in Taiwan and Singapore, and primary assembly and test supplier is located in Malaysia. The Company has also contracted with wafer foundries in the United States of America.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q (“Form 10-Q”), and are presented in U.S. dollars. Accordingly, they do not include all of the information and notes required by GAAP for annual consolidated financial statements. Any reference in these Notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("2025 Form 10-K"). This report should be read in conjunction with our 2025 Form 10-K that was filed with the SEC on March 26, 2026. In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates, and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2026 and its results of operations and changes in stockholders' deficit for the three and nine months ended September 30, 2026 and 2025 and its cash flows for the nine months ended September 30, 2026 and 2025. The results for the three and/or nine months ended September 30, 2026 are not necessarily indicative of the results expected for any future period or the full year.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, the (“Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of our unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and related disclosures. The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve derivatives and warrant liabilities and the valuation of equity financing. Accordingly, actual results could differ from those estimates.
Reclassification
Certain statement of cash flows amounts within net cash used in operating activities for the nine months ended September 30, 2025, have been reclassified to conform to the Company's fiscal 2026 presentation. The reclassifications have no impact on the Company's previously reported net cash used in operating activities or net loss.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Concentrations of Credit Risk and Major Customers
Financial instruments at September 30, 2026, and December 31, 2025 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). To date, the Company has not experienced any losses on its cash deposits.
The Company’s accounts receivable are derived from revenue earned from customers located inside and outside of the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s aggregate annual revenue, as follows:
| Major Customers | Revenue | Revenue | Accounts Receivable | |||||||||||||||||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | September 30, | December 31, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Customer A | % | % | % | % | % | % | ||||||||||||||||||
| Customer B | % | * | % | * | % | * | ||||||||||||||||||
| Customer C | % | % | % | % | % | % | ||||||||||||||||||
*Less than 10%
Accounts Receivable
Accounts receivable primarily relate to amounts due from customers, which are typically due within 30 to 45 days. Accounts receivable also include royalty revenue from our two royalty agreements. The Company provides credit to its customers in the ordinary course of business and evaluates the need for a provision to be added to its allowance for expected credit losses. The allowance represents the Company’s best estimate of expected credit losses it may experience in the Company’s accounts receivable portfolio. Management estimates the allowance for expected credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The Company does not require its customers to provide collateral or other security for amounts due to the Company under its accounts receivable. To reduce credit risk with accounts receivable, the Company performs ongoing evaluations of its customers’ financial condition. The Company establishes an allowance for expected credit losses and other customer claims. Historically, such losses have been immaterial and within management's expectations; therefore, the Company does not currently have an allowance for expected credit losses.
The Company has a loan facility (the 'Spectrum Loan Facility') with a specialty lender, Spectrum Commercial Services Company, L.L.C ('Spectrum'). The Spectrum Loan Facility provides for advance payments up to $
Deferred Offering Costs
The Company capitalizes legal, professional, accounting, and other third-party fees directly associated with common equity financings as deferred offering costs on the balance sheet as a current asset until the financing transaction closes. The Company recognizes previously deferred offering costs and any additional incurred offering costs as a reduction of additional paid-in capital. As of September 30, 2026 and December 31, 2025, the Company had $
Revenue Recognition
The Company recognizes product revenue when it satisfies a performance obligation by transferring a product or service to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Any shipping and handling fees charged to customers in conjunction with product distribution are reported within revenue. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. The Company provides an assurance-type warranty to its customers as part of its contracts' standard terms and conditions, which does not include a right of return for properly functioning products not deemed obsolete. These warranties do not provide an additional distinct service to the customer and are not deemed a separate performance obligation. Royalty revenue is recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales-based royalties have been allocated are satisfied.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Revenue recognized over time from nonrecurring engineering services was $
The costs incurred by the Company for shipping and handling of materials used in its products are classified as cost of revenue in the unaudited interim condensed consolidated statements of operations. Any incidental items that are immaterial in the context of a sale to a customer are recognized as expense.
Share-Based Compensation
The Company measures and recognizes compensation expense for all stock options, shares of stock, and restricted stock units ("RSU") awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards. The Company estimates the fair value of RSUs awarded based upon the known stock price of the underlying shares on the grant date. The Company recognizes compensation expense on a straight-line basis over the applicable vesting period. In addition, the Company accounts for forfeitures of awards as they occur.
Estimating the fair market value of options requires the input of subjective assumptions, including the expected life of the options, stock price volatility, the risk-free interest rate, and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates.
Net Loss Per Share
Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, and the vesting of the restricted stock units which would result in the issuance of incremental shares of common stock. The Company has two classes of stock, common stock and preferred stock, with the preferred stock not participating in losses.
Shares of common stock issued upon the exercise of stock options prior to vesting are referred to as "Unvested Shares" and may be repurchased by the Company at any time within 90 days of the later of the termination of the participant's service with the Company and the date the participant acquires such Unvested Shares, or upon the earlier vesting of the underlying options. Accordingly, Unvested Shares are excluded from basic weighted average shares outstanding. The Company reported a net loss for each of the three and nine months ended September 30, 2026 and 2025; accordingly, all potentially dilutive securities were excluded as anti-dilutive, and diluted net loss per share equals basic net loss per share for each period.
The following potentially dilutive securities have been excluded from the computation of diluted shares for the three and nine months ended September 30, 2026 and 2025, as they would be anti-dilutive:
| Three and Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Series A convertible preferred stock | ||||||||
| Common stock warrants | ||||||||
| Restricted stock units | ||||||||
| Stock options(1) | ||||||||
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Convertible Preferred Stock
The Company has
The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the FASB ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company primarily uses the Black-Scholes option pricing model and Monte Carlo simulations to estimate the fair value of its warrants, including those issued in connection with preferred stock. The Black-Scholes option pricing model and Monte Carlo simulations include subjective input assumptions that can materially affect the fair value estimates.
Fair Value of Financial Instruments
The Company measures the fair value of financial assets and liabilities based on ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities;
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and
Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).
The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, short-term debt, and accounts payable approximate fair values due to the short-term nature of these instruments.
See Note 8 – Fair Value Measurement for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Liquidity
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Tax-Improvements to Income Tax Disclosures (Topic 740), which requires enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted and should be applied on a prospective basis, however retrospective application is permitted. As an emerging growth company, the Company is permitted to defer adoption of ASU 2023-09 for annual periods beginning after December 15, 2025. The Company has adopted this guidance for the year beginning January 1, 2026. The adoption of ASU 2023‑09 did not have an impact on the Company's results of operations, financial position, or cash flows.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets." ASU 2025-05 amends ASC Subtopic 326-20 to provide a practical expedient for all entities and an accounting policy election for entities other than public business entities, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU 2025-05 addresses concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. ASU 2025-05 is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and is applied prospectively. Because ASU 2025-05 has a single effective date applicable to all entities, the Company's status as an emerging growth company does not defer its adoption. Accordingly, ASU 2025-05 became effective for the Company on January 1, 2026, including interim periods within the year ending December 31, 2026. As a public business entity, the Company is not eligible for the accounting policy election available to entities other than public business entities. The Company elected the practical expedient, and the adoption of ASU 2025-05 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements. ASU 2025-11 is effective for public business entities for interim periods within annual periods beginning after December 15, 2027, and for all other entities one year later. As an emerging growth company, the Company expects to adopt it for interim periods beginning January 1, 2029. The Company is evaluating the impact of this guidance.
The Company has reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on its unaudited interim condensed consolidated financial statements.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. INVENTORIES
Inventories are summarized as follows:
| September 30, 2026 | ||||||||
| (unaudited) | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
4. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
| September 30, 2026 | ||||||||
| (unaudited) | December 31, 2025 | |||||||
| Production assets | $ | $ | ||||||
| Computer equipment and software | ||||||||
| Lab equipment | ||||||||
| Office furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Construction in progress | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation and amortization expense was $
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. DEBT
Spectrum Loan Facility
The initial term of the Spectrum Loan Facility was 24 months from the Spectrum Effective Date. Subject to certain exceptions, in the event of an early termination of the AR Agreement by the Company or resulting from the Company’s default or other circumstances impacting the Company (including bankruptcy, reorganization, sale of assets, and cessation of business), the Company will be required to pay a prepayment fee.
The Company’s obligations under the Spectrum Loan Facility are secured by first-priority liens on essentially all of the Company’s assets; provided, however, that the Company is permitted to grant purchase money security interests on certain equipment, furniture and similar tangible assets financed by a third party.
On June 10, 2026, the Company entered into the Second Amendment to the Spectrum Loan Facility, which (i) reduced the annual facility fee from $
In addition to annual facility fees of $
The Spectrum Loan Facility contains various covenants and restrictions on the Company's financial and business operations including restrictions on the purchase or redemption of any Company shares and the declaration or payment of any dividends on the Company's stock. As of September 30, 2026, the Company was in compliance with these covenants and restrictions.
The Company has borrowed $
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company entered into a loan facility (the “Salem Loan Facility”) with Salem Investment Partners V, Limited Partnership (“Salem”) on August 11, 2022. It was subsequently amended, with the most recent amendment on December 30, 2025, when the Company entered into Amendment No. 3 to Amended and Restated Loan Agreement (the "2025 Salem Amendment") with Salem, to amend the loan’s maturity date and repayment schedule. The 2025 Salem Amendment extended the maturity date from December 31, 2028 to December 31, 2029 and the Company incurred a
Salem is a related party of the Company because it holds in excess of a 10% beneficial ownership interest in the Company's common stock. Accordingly, borrowings under the Salem Loan Facility are presented as notes payable – related party on the condensed consolidated balance sheets. See Note 12 - Related Party Transactions.
Borrowings under the Salem Loan Facility bear interest at a stated rate of
Summary
As of September 30, 2026, debt is expected to mature as follows:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| $ |
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. COMMON STOCK AND PREFERRED STOCK
Common Stock
The Company is authorized to issue
As of September 30, 2026,
See Note 7 – Share-Based Compensation - Restricted Stock Unit ("RSU") Awards for details regarding RSU grants.
As of September 30, 2026, the total amount of outstanding common stock warrants is
A summary of the warrant activity during the nine months ended September 30, 2026 is presented below:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life in Years | Intrinsic Value | |||||||||||||
| Outstanding, January 1, 2026 | $ | |||||||||||||||
| Issued | ||||||||||||||||
| Exercised | ||||||||||||||||
| Expired | ||||||||||||||||
| Canceled | ||||||||||||||||
| Outstanding, September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2026 | $ | $ | ||||||||||||||
The following table presents information related to stock warrants at September 30, 2026:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||
| Exercise Price | Outstanding Number of Warrants | Weighted Average Remaining Life in Years | Exercisable Number of Warrants | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Preferred Stock
The Company’s Board of Directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series. There were
On August 5, 2024, the Company completed the North Run Private Placement, selling (i) an aggregate of
For so long as the Buyer of the Preferred Shares beneficially owns at least
The Purchase Agreement required that the Board of Directors of the Company increase the size of the Board and appoint each of Thomas B. Ellis and Todd B. Hammer (the “Board Designees”) to the Board effective immediately following the closing of the offering. The Purchase Agreement further provides that, at any stockholders’ meeting at which directors are to be elected and for so long as the Buyer satisfies the Buyer Ownership Condition, the Board will nominate and recommend the reelection of any Board Designees whose terms of office expire at such stockholder meeting.
Under the Purchase Agreement, the Company has agreed that for so long as the Buyer Ownership Condition is satisfied, the Buyer will have a right to participate on a pro rata basis in equity financings or issuances of securities convertible, exercisable, or exchangeable into equity securities of the Company or any subsidiaries (including debt securities with an equity component), subject to certain exceptions.
The Series A convertible preferred stock is subject to automatic redemption for cash upon a “Fundamental Transaction” by the Company, which includes a merger, sale of all or substantially all the assets of the Company, recapitalization, or the sale of more than
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. SHARE-BASED COMPENSATION
In 2014, the Company adopted the Long‐Term Stock Incentive Plan (the “2014 Plan”). No further awards may be granted under the 2014 Plan. As of September 30, 2026, a total of
In 2021, the Board of Directors of the Company adopted the Equity Incentive Plan (the “2021 Plan”), which authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, cash awards, and stock bonus awards. As of September 30, 2026, a total of
The general purpose of the 2014 Plan and the 2021 Plan is to allow the Company to attract and motivate key employees and directors to align their interests with those of the Company’s shareholders.
Stock Option Awards
For the three and nine months ended September 30, 2026 and 2025, the grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Expected term (in years) | - | - | ||||||||||||||
| Expected volatility | % | - | - | % | - | |||||||||||
| Risk-free rate | % | % | ||||||||||||||
| Dividend rate | ||||||||||||||||
The value of stock options is recognized as compensation expense using the straight-line method over the vesting period. Unrecognized compensation costs related to non‐vested options at September 30, 2026 amounted to $
Stock option activity is summarized as follows for the nine months ended September 30, 2026:
| Number of Shares | Weighted-Average Exercise Price Per Option | Weighted- Average Remaining Contractual Life (in years) | Intrinsic Value | |||||||||||||
| Shares underlying outstanding awards at January 1, 2026 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Cancelled/forfeited | ( | ) | ||||||||||||||
| Shares underlying outstanding awards at September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable options at September 30, 2026 | $ | $ | ||||||||||||||
In the nine months ended September 30, 2026, the Company granted
During the three months ended September 30, 2026, certain members of the Board of Directors exercised options to purchase
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Stock Unit Awards
The RSUs are subject to the recipient’s continued service through the applicable vesting date(s). Unrecognized compensation cost related to non‐vested RSUs at September 30, 2026 amounted to $
The fair value of each RSU was estimated on the date of grant, based on the weighted average price of the Company's stock. The Company will issue new shares of common stock to satisfy RSUs upon vesting. The following table summarizes the RSU activity and weighted averages for share-based awards granted under the terms of the 2021 Plan:
| Nine Months Ended September 30, 2026 | ||||||||
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/forfeited | ( | ) | ||||||
| Outstanding at March 31, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/forfeited | ( | ) | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/forfeited | ||||||||
| Outstanding at September 30, 2026 | $ | |||||||
Share-Based Compensation Expense
Pursuant to awards made under the 2014 Plan and the 2021 Plan, the Company recorded share-based compensation expense in the following expense categories in the unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Direct product costs | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
income tax benefits have been recognized in the unaudited interim condensed consolidated statements of operations for share-based compensation arrangements, and share-based compensation costs have been capitalized as part of the cost of an asset, including inventory and property and equipment, through September 30, 2026.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. FAIR VALUE MEASUREMENT
Warrant Liabilities
The Company determined that the North Run Warrants should be accounted for as Level 3 warrant liabilities and carried at their fair value computed using a Black-Scholes call option model.
In connection with the North Run Private Placement, the Company determined it should classify warrants to purchase an aggregate
The following table summarizes the Black-Scholes assumptions used during the three and nine months ended September 30, 2026:
| For the Three Months Ended September 30, 2026 | For the Nine Months Ended September 30, 2026 | |||||||
| Risk free interest rate | | | ||||||
| Expected term (years) | ||||||||
| Expected volatility | | | ||||||
| Expected dividends | | | ||||||
The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis:
| Beginning balance as of January 1, 2026 | $ | |||
| Change in fair value of warrant liabilities | ||||
| Ending balance on September 30, 2026 | $ |
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company determines whether an arrangement is an operating lease or financing lease at inception. Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. The Company generally uses its incremental borrowing rate, which is based on information available at the lease commencement date, to determine the present value of lease payments.
The Company has entered into leases primarily for real estate and equipment used in research and development. Operating lease expense is recognized in continuing operations as a single lease cost on a straight-line basis over the lease term. Financing lease expense is comprised of both interest expense, which is recognized using the effective interest method, and amortization of the right-of-use assets. Finance lease interest expense and right-of-use asset amortization are presented consistently with other interest expense and depreciation and amortization, respectively. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.
Balance sheet information related to right-of-use assets and liabilities is as follows:
| Balance Sheet Location | September 30, 2026 | December 31, 2025 | |||||||
| Operating Leases: | |||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | $ | ||||||
| Current portion of operating lease liabilities | Operating lease liability, current portion | ||||||||
| Noncurrent portion of operating lease liabilities | Operating lease liability | ||||||||
| Total operating lease liabilities | $ | $ | |||||||
| Finance Leases: | |||||||||
| Finance lease right-of-use assets | Property, plant, and equipment | $ | $ | ||||||
| Current portion of finance lease liabilities | Finance lease liability, current portion | ||||||||
| Noncurrent portion of finance lease liabilities | Finance lease liability | ||||||||
| Total finance lease liabilities | $ | $ | |||||||
Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of lease assets | ||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Total finance lease costs | $ | $ | $ | $ | ||||||||||||
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other supplemental information related to leases is summarized as follows:
| September 30, 2026 | ||||
| Weighted average remaining lease term (in years): | ||||
| Operating leases | ||||
| Finance leases | ||||
| Weighted average discount rate: | ||||
| Operating leases | % | |||
| Finance leases | % | |||
| Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2026: | ||||
| Operating cash flows from operating leases | $ | |||
| Operating cash flows from finance leases | $ | |||
| Financing cash flows from finance leases | $ | |||
| Payments Due by Period | ||||||||||||||||||||||||||||
| 2026(1) | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Less present value adjustment | ||||||||||||||||||||||||||||
| Operating lease liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Finance leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Less interest | ||||||||||||||||||||||||||||
| Finance lease liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
(1) Amounts are for the remaining three months ending December 31, 2026.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Legal
In the ordinary course of business, the Company may become involved in legal disputes. In the opinion of management, any potential liabilities resulting from any disputes would not have a material adverse effect on the Company’s unaudited interim condensed consolidated financial statements. As a result,
Indemnification Agreements
From time to time, in the ordinary course of business, the Company may indemnify other parties when it enters into contractual relationships, including members of the Board of Directors, employees, customers, lessors, lenders, and parties to other transactions with the Company. In addition, the Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances likely to be involved in each particular claim and indemnification provision. Management believes any liability arising from these agreements will not be material to the unaudited interim condensed consolidated financial statements. As a result,
10. SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company has operating segment which develops high-performance MMIC products for wireless connectivity. The Company’s Chief Executive Officer, Ryan Pratt, is the Chief Decision Maker and reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The Company does not assess the performance of its individual product lines on measures of profit or loss, or asset-based metrics.
The table below presents the Company’s consolidated operating results including significant segment expenses for the three and nine months ended September 30, 2026 and 2025:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2026 (unaudited) | 2025 (unaudited) | 2026 (unaudited) | 2025 (unaudited) | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Direct materials | ||||||||||||||||
| Other direct product costs (a) | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Segment Operating Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Total Other Income (Expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss Before Income Taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (a) | Includes shipping costs, intangible amortization and overhead. |
11. INCOME TAXES
The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to year-to-date pre-tax income or loss, and records discrete tax items in the period in which they occur. The Company’s effective federal income tax rate for the three and nine months ended September 30, 2026 and 2025 was
The Company continues to assess the realizability of its deferred tax assets at each reporting date. Based on the weight of available evidence, management concluded that it is not more likely than not that the Company’s net deferred tax assets will be realized and, accordingly, the Company continues to maintain a full valuation allowance as of September 30, 2026.
12. RELATED PARTY TRANSACTIONS
As of September 30, 2026 and December 31, 2025, Salem is identified as a related party as a result of having in excess of a
13. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Code. The Company’s contributions to the plan are at the discretion of executive management with board of directors advisement. Under the 401(k) plan, the Company may contribute up to four percent (
14. SUBSEQUENT EVENTS
On October 30, 2026, the holder of the North Run Warrants agreed to amend and restate the North Run Warrants to remove the holder's right to elect between two prices for purposes of determining the cashless exercise calculation.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial condition and results of operations, as well as other sections in this Quarterly Report on Form 10-Q, should be read together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 26, 2026.
Forward-looking statements contained in this Quarterly Report on Form 10-Q are predictions only, and actual results could differ materially from management’s expectations due to a variety of factors, including those described below. All forward-looking statements are expressly qualified in their entirety by such risk factors.
The forward-looking statements that we make in this Quarterly Report on Form 10-Q are based on management’s current views and assumptions regarding future events and speak only as of their dates. We disclaim any obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities laws.
Our business is subject to numerous risks and uncertainties, including the following:
● our ability to generate sufficient cash to service all of our debt or meet our operating needs;
● our ability to achieve or maintain sufficient levels of profitability, or raise sufficient equity capital, to support our operating needs and fund our strategic plans;
● our ability to maintain effective internal controls over financial reporting, and our ability to timely and accurately report our financial results;
● those relating to fluctuations in our operating results;
● our dependence on developing new products, achieving design wins, and several large customers for a substantial portion of our revenue;
● a loss of revenue if purchase contracts are canceled or delayed;
● our dependence on third parties such as suppliers, product manufacturers, and product assemblers and testers;
● risks related to sales through independent sales representatives and distributors;
● risks associated with the operation of our third-party manufacturing providers;
● anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
● our ability to further penetrate our existing customer base;
● our estimates regarding future revenues, capital requirements, general and administrative expenses, sales and marketing expenses, research and development expenses, and our need for or ability to obtain additional financing to fund our operations;
● developments and projections relating to our competitors and our industry, including semiconductor availability, which has affected the automotive industry, impacting vehicle production and thereby demand irregularities for our business;
● business disruptions;
● poor manufacturing yields;
● increased inventory risks and costs due to the timing of customer forecasts;
● our ability to continue to innovate in a very competitive industry;
● unfavorable changes in interest rates, pricing of certain precious metals, utility rates, and shipping and freight costs;
● our strategic investments failing to achieve financial or strategic objectives;
● our ability to attract, retain, and motivate key employees;
● warranty claims, product recalls, and product liability;
● changes in our effective tax rate and the enactment of international or domestic tax legislation, or changes in regulatory guidance;
● risks associated with environmental, health and safety regulations, and climate change;
● risks from international sales and third-party vendor operations;
● the impact of, and our expectations regarding, changes in current and future laws and regulations;
● changes in government trade policies, including the imposition of tariffs and export restrictions;
● our ability to protect and enforce our intellectual property protection and the scope and duration of such protection;
● claims of infringement of third-party intellectual property rights;
● security breaches and other similar disruptions compromising our information;
● theft, loss, or misuse of personal data by or about our employees, customers, or third parties;
● provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests;
● volatility in the price of our common stock; and
● the liquidity and trading of our public securities.
These and other risks and uncertainties, which are described in more detail in our most recent Annual Report on Form 10-K that we filed with the SEC and those listed under the caption "Risk Factors" within this Quarterly Report on Form 10-Q, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations, except as required by law.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q as exhibits with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
Overview
Guerrilla RF is a fabless semiconductor company based in Greensboro, NC that supplies a broad portfolio of radio frequency (“RF”) semiconductor products designed to improve system performance, reduce design complexity, enable smaller form factors, and address other demanding RF requirements. Guerrilla RF was founded in 2013 with a mission to employ RF semiconductor technology to deliver RF solutions to customers in underserved markets. Over the past several years, we have become a leader in developing high-performance monolithic microwave integrated circuit (“MMIC”) products for wireless connectivity. We continue to target underserved markets and customers, delivering a range of high-performance MMIC products and associated technical support to a diverse set of customers that enable a more connected world. We currently serve customers across aerospace and defense, satellite navigation, cellular repeaters, point-to-point radios, RFID/asset tracking, wireless audio, test and measurement, and other high-performance RF applications. Across our end markets, it is estimated that the total addressable market today is approximately $25 billion.1
We possess in-house design, applications, sales, and customer support functions as a fabless semiconductor company. We outsource the manufacturing and production of our MMIC products to subcontractors, providing access to multiple semiconductor process technologies. Our primary external wafer foundries are located in Taiwan and Singapore, and our primary assembly and test supplier is located in Malaysia. We have also contracted with wafer foundries in the United States of America.
THIRD QUARTER AND FIRST NINE MONTHS FISCAL 2026 FINANCIAL HIGHLIGHTS
● Revenue increased 61% to $10.1 million for the third quarter of fiscal 2026, compared with $6.3 million for the third quarter of fiscal 2025. For the nine months ended September 30, 2026, revenue increased 53% to $24.6 million, compared with $16.0 million for the prior-year period.
● Revenue growth was broad-based across three of the Company’s four market categories. Aerospace & Defense revenue increased 259%, Infrastructure increased 78%, and Catalog increased 32%, partially offset by an 9% decrease in Automotive.
●Aerospace & Defense represented 40% of third quarter product revenue, compared with 18% in the prior-year period, with growth driven primarily by increased demand across drone, satellite communications and tactical communications applications.
●Our market assessment estimates that the broader addressable market for RF semiconductors in Aerospace and Defense was approximately $2.4 billion in 2025 and could grow to approximately $3.2 billion by 2030.1 That represents annual growth of approximately 6%, with faster growth in several of our target areas, including satellite communications, drone communications and counter-drone systems.
● Gross margin was 71.7% for the third quarter of fiscal 2026, compared with 67.5% for the prior-year period, an improvement of 416 basis points. The improvement primarily reflected increased overhead leverage on higher revenue and a favorable product mix toward higher margin products and end markets. Costs classified as overhead within cost of revenue declined to 6.7% of revenue from 9.2% in the prior-year period despite increasing modestly in absolute dollars. For the nine months ended September 30, 2026, gross margin was 71.0%, compared with 64.9% in the prior-year period.
● The Company continued to demonstrate its commitment to controlling operating expense while revenue increased. Total operating expenses increased 8% to $4.8 million for the third quarter of fiscal 2026, substantially below the 61% increase in revenue. As a result, operating expenses declined to 47.6% of revenue from 70.7% in the prior-year period. For the nine months ended September 30, 2026, total operating expenses decreased 7% to $14.1 million compared with the prior-year period.
● Operating income was $2.4 million for the third quarter of fiscal 2026, compared with an operating loss of $0.2 million in the prior-year period. As a result, operating margin improved to 24.1% from (3.2%). For the nine months ended September 30, 2026, the Company generated operating income of $3.3 million, compared with an operating loss of $4.7 million in the prior-year period.
● Net loss was $3.7 million for the third quarter of fiscal 2026, compared with a net loss of $0.6 million in the prior-year period. The increase in net loss was primarily attributable to a $6.0 million non-cash loss resulting from the change in fair value of warrant liabilities, compared with a $0.2 million non-cash loss in the prior-year period. For the nine months ended September 30, 2026, net loss was $4.8 million, compared with $4.7 million in the prior-year period, as the $8.0 million improvement in operating results was offset by an $8.1 million unfavorable year-over-year change in the non-cash fair value adjustment associated with warrant liabilities.
1 Source: Fortune Business Insights.
Non-GAAP Measures
These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Company results as reported under GAAP. The Company compensates for such limitations by relying primarily on GAAP results and using non-GAAP measures only as supplemental data. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures, as defined by us, may differ from and may not be comparable to similarly titled measures used by other companies.
We regularly review the following key metrics to measure our performance, identify trends affecting our business, formulate financial projections, make strategic business decisions, and assess working capital needs.
Key Metrics
| Nine Months Ended September 30, |
||||||||
| 2026 (unaudited) |
2025 (unaudited) |
|||||||
| Key Metrics |
||||||||
| Number of products released |
11 | 18 | ||||||
| Number of total products |
194 | 181 | ||||||
| Number of products with lifetime revenue exceeding $100 thousand |
94 | 80 | ||||||
| Product backlog (in millions) |
$ | 16.2 | $ | 6.6 | ||||
Number of products released: The total number of distinct new products released into production (products that have completed design, quality, and supply chain readiness) during the period.
Number of total products: The cumulative number of production-released products since our inception through the end of the period.
Number of products with lifetime revenue exceeding $100 thousand: The number of products that have achieved the threshold of cumulative sales of $100,000 since our inception through the end of the period.
Product backlog: The amount of product sales that have been committed to by customers, but have not yet been completed, shipped, or invoiced as of the end of the period. The Company's product backlog can be materially impacted by supply chain constraints, a shift in customer ordering patterns whereby customers place orders in anticipation of extended product delivery lead times, or other customer order delivery request modifications. Furthermore, because the Company partners closely with a number of its customers to produce high-performance, quality components that are often designed into customers’ end products, immediate substitution of the Company’s products is neither typically desired by customers nor necessarily feasible. As such, the Company has not historically experienced significant order cancellations, and the Company does not expect significant order cancellations in the future. The Company closely monitors product backlog and its potential impact on the Company’s financial performance.
Adjusted EBITDA
The Company defines Adjusted EBITDA as net loss before interest expense (net of interest income), income taxes, depreciation and amortization, share-based compensation, the change in fair value of warrant liabilities and other income (expense). Management believes Adjusted EBITDA provides useful supplemental information about the Company’s operating performance by excluding non-cash and non-operating items, including the remeasurement of warrant liabilities, that can vary significantly from period to period. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net loss or other measures prepared in accordance with GAAP.
The following table presents a reconciliation of Adjusted EBITDA to our net loss (unaudited, in thousands).
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net loss |
$ | (3,731 | ) | $ | (645 | ) | $ | (4,842 | ) | $ | (4,659 | ) | ||||
| Interest expense, net of interest income |
167 | 254 | 547 | 592 | ||||||||||||
| Depreciation and amortization |
349 | 307 | 1,013 | 897 | ||||||||||||
| Share-based compensation |
100 | 161 | 469 | 796 | ||||||||||||
| Change in fair value of warrant liabilities |
5,991 | 191 | 8,060 | (653 | ) | |||||||||||
| Other (income) expense, net |
1 | 2 | (419 | ) | 4 | |||||||||||
| Adjusted EBITDA |
$ | 2,877 | $ | 270 | $ | 4,828 | $ | (3,023 | ) | |||||||
| Revenue |
$ | 10,096 | $ | 6,288 | $ | 24,570 | $ | 16,030 | ||||||||
| Adjusted EBITDA margin |
28.5 | % | 4.3 | % | 19.6 | % | (18.9 | )% | ||||||||
Components of Results of Operations
Revenues
We derive our revenue from sales of high-performance RF semiconductor products. We design, integrate, and package differentiated, semiconductor-based products that we sell to customers through our direct sales organization, a network of independent sales representatives, and distributors. We generate revenue from customers located within and outside the U.S. In addition to sales to customers, we generate royalty revenue under a royalty agreement with one semiconductor manufacturer.
Direct Product Costs and Gross Profit
Direct Product Costs. Our direct product costs consist of actual direct product expenses, salaries and related expenses, overhead, third-party services vendors, and depreciation expense related to the equipment and information technology costs incurred directly in the Company’s revenue-generating activities.
Gross Profit. Our gross profit is calculated by subtracting our cost of revenues from revenues. Gross margin is expressed as a percentage of total revenues. Our gross profit may fluctuate from period to period as revenues fluctuate due to the mix of products we sell to customers, royalty revenue volume, operational efficiencies, and changes to our technology expenses and customer support.
We plan to focus on and grow the sales volume of new and existing products with the highest gross margin. We intend to continue investing additional resources in our engineering and design capabilities, which drive our research and development efforts and, in turn, drive additional revenue streams and enable us to improve our gross margin over time. The level and timing of investment in these areas could affect our cost of revenues in the future.
Operating Expenses
Operating expenses consist primarily of research and development expenses (R&D), sales and marketing expenses, and employee compensation costs for operations management, finance, accounting, information technology, compliance, and human resources personnel. In addition, general and administrative expenses include non-personnel costs, such as facilities, legal, accounting, and other professional fees, and other supporting corporate expenses not allocated to other departments. We expect our general and administrative expenses will increase in absolute dollars as our business grows, but we expect general and administrative expenses to continue to decrease as a percent of revenues in the coming years.
R&D expenses consist of costs for the design, development, testing, and enhancement of our products and are generally expensed as incurred. These costs consist primarily of personnel costs, including salaries, benefits, bonuses, and share-based compensation for our product development personnel. Research and development expenses also include training costs, product management, third-party partner fees, and third-party consulting fees. We expect our research and development expenses to increase in absolute dollars as our business grows, but as a percent of revenues, R&D expenses are expected to continue to decrease.
Sales and marketing expenses consist primarily of employee compensation costs related to sales and marketing, including salaries, benefits, bonuses, and share-based compensation, costs of general marketing activities and promotional activities, travel-related expenses, and allocated overhead. Sales and marketing expenses also include costs for advertising and other marketing activities. Advertising is expensed as incurred. As we expand our sales and marketing efforts, we expect our sales and marketing expenses will increase in absolute dollars, but as a percentage of revenues, sales and marketing expenses are expected to continue to decrease.
Non-income taxes include excise taxes, sales and use taxes, capital stock and franchise taxes, and property taxes. Capital stock and franchise taxes are taxes that states charge the Company for the privilege of incorporating or doing business in a state.
Interest Income
Interest income consists of interest earned on cash.
Interest Expense
Interest expense consists primarily of the interest incurred on our debt obligations, our factoring arrangement expense, the non-cash interest expense associated with the amortization of debt discount, and interest expense related to our finance leases.
Change in Fair Value of Warrant Liabilities
Change in fair value of warrant liabilities is fully attributable to the revaluation of the warrants.
Other Income (Expense)
Other income was primarily attributable to net proceeds from an employee retention tax credit. Other expense consisted of various individually immaterial items.
Results of Operations
The following table summarizes the results of our operations for the periods presented:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
|||||||||||||
| Revenues |
$ | 10,096,200 | $ | 6,288,310 | $ | 24,569,564 | $ | 16,030,361 | ||||||||
| Direct product costs |
2,860,975 | 2,043,273 | 7,136,691 | 5,630,857 | ||||||||||||
| Gross profit |
7,235,225 | 4,245,037 | 17,432,873 | 10,399,504 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
2,035,758 | 1,970,131 | 6,092,992 | 6,632,847 | ||||||||||||
| Sales and marketing |
1,737,558 | 1,532,308 | 4,859,578 | 4,901,670 | ||||||||||||
| General and administrative |
1,033,652 | 940,959 | 3,134,756 | 3,580,250 | ||||||||||||
| Total operating expenses |
4,806,968 | 4,443,398 | 14,087,326 | 15,114,767 | ||||||||||||
| Operating income (loss) |
2,428,257 | (198,361 | ) | 3,345,547 | (4,715,263 | ) | ||||||||||
| Other income (expenses): |
||||||||||||||||
| Interest income |
18,990 | 38,001 | 62,045 | 152,786 | ||||||||||||
| Interest expense |
(186,257 | ) | (292,197 | ) | (608,900 | ) | (745,256 | ) | ||||||||
| Change in fair value of warrant liabilities |
(5,991,315 | ) | (190,653 | ) | (8,060,446 | ) | 653,168 | |||||||||
| Other income (expense) |
(834 | ) | (1,762 | ) | 419,339 | (4,014 | ) | |||||||||
| Total other income (expenses), net |
(6,159,416 | ) | (446,611 | ) | (8,187,962 | ) | 56,684 | |||||||||
| Net loss |
$ | (3,731,159 | ) | $ | (644,972 | ) | $ | (4,842,415 | ) | $ | (4,658,579 | ) | ||||
Comparison of the three months ended September 30, 2026 and 2025 (unaudited):
| Three Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Revenues |
$ | 10,096,200 | $ | 6,288,310 | 3,807,890 | 61 | % | |||||||||
Revenues increased $3.8 million, or 61%, to $10.1 million for the three months ended September 30, 2026, compared with $6.3 million for the three months ended September 30, 2025. Product revenue increased 64% year over year, partially offset by a decrease in royalty and other revenue from $0.1 million in the prior-year period to $0 in the current-year period.
Aerospace & Defense revenue increased 259% to $4.1 million from $1.1 million in the prior-year period and represented 40% of product revenue, compared with 18% in the prior-year period. The increase was driven primarily by higher demand across drone, satellite communications and tactical communications applications.
Catalog revenue increased 32% to $2.5 million from $1.9 million in the prior period, reflecting increased demand across a broad range of applications. Infrastructure revenue increased 78% to $1.4 million from $0.8 million, primarily reflecting higher demand across repeater, distributed antenna system and base station applications. These increases were partially offset by an 9% decrease in Automotive revenue to $2.1 million from $2.4 million, primarily reflecting lower demand across certain legacy automotive programs.
Beginning in the third quarter of 2026, the Company refined its internal market categories to separately present Aerospace & Defense due to its increased significance to the Company’s revenue. Aerospace & Defense revenue was previously included within the Catalog market category. Prior-period market category information has been recast to conform to the current presentation and provide meaningful period-to-period comparisons. This change represents a reclassification of market category information only and did not affect total revenue or any amounts reported in the condensed consolidated financial statements.
The increase in product revenue was primarily driven by higher shipments of existing products. Revenue from existing products increased $3.7 million, or 71%, to $9.0 million for the three months ended September 30, 2026, compared with $5.3 million in the prior-year period. This growth reflects, in part, the continued conversion of prior design wins into production revenue. Revenue from new products increased $0.2 million, or 24%, to $1.1 million, compared with $0.9 million in the prior-year period.
Based on ship-to-geography, domestic product revenue increased $2.6 million, or 76%, to $6.0 million for the three months ended September 30, 2026, compared with $3.4 million in the prior-year period. International product revenue increased $1.3 million, or 48%, to $4.1 million, compared with $2.8 million in the prior-year period. Domestic and international revenue represented 59% and 41%, respectively, of third-quarter product revenue, compared with 55% and 45%, respectively, in the prior-year period.
Direct Product Costs and Gross Profit
| Three Months Ended September 30, | ||||||||||||||||
| 2026 |
2025 | $ Change |
% Change |
|||||||||||||
| Direct product costs |
$ | 2,860,975 | $ | 2,043,273 | 817,702 | 40 | % | |||||||||
| Gross profit |
$ | 7,235,225 | $ | 4,245,037 | 2,990,188 | 70 | % | |||||||||
Direct product costs increased $0.8 million, or 40%, to $2.9 million for the three months ended September 30, 2026, compared with $2.0 million for the three months ended September 30, 2025. Direct product costs increased at a slower rate than revenue, reflecting improved operating leverage and favorable product mix.
Gross profit increased $3.0 million, or 70%, to $7.2 million from $4.2 million in the prior-year period. Gross margin increased to 71.7%, from 67.5%, an improvement of 416 basis points.
The improvement in gross margin primarily reflected improved absorption of fixed overhead costs across a higher revenue base and a more favorable shift in product mix toward higher margin products and end markets. Overhead costs classified within cost of revenue increased to $0.7 million from $0.6 million in the prior-year period, while declining to 6.7% of revenue from 9.2% in the prior-year period.
Research and Development Expenses
| Three Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | $ Change |
% Change |
|||||||||||||
| Research and development |
$ | 2,035,758 | $ | 1,970,131 | 65,627 | 3 | % | |||||||||
Research and development expenses increased $0.1 million, or 3%, to $2.0 million for the three months ended September 30, 2026, compared with $2.0 million for the three months ended September 30, 2025. The increase was primarily attributable to continued investment in product development programs, partially offset by cost-control initiatives.
The Company continues to prioritize investments in key product development programs aligned with its strategic roadmap, while driving improved efficiency in engineering resources.
Sales and Marketing Expenses
| Three Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | $ Change |
% Change |
|||||||||||||
| Sales and marketing |
$ | 1,737,558 | $ | 1,532,308 | 205,250 | 13 | % | |||||||||
Sales and marketing expenses increased $0.2 million, or 13%, to $1.7 million for the three months ended September 30, 2026, compared with $1.5 million for the three months ended September 30, 2025. The increase was primarily attributable to higher travel and customer engagement costs associated with supporting increased sales activity.
General and Administrative Expenses
| Three Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | $ Change |
% Change |
|||||||||||||
| General and administrative expenses |
$ | 1,033,652 | $ | 940,959 | 92,693 | 10 | % | |||||||||
General and administrative expenses increased $0.1 million, or 10%, to $1.0 million for the three months ended September 30, 2026, compared with $0.9 million for the three months ended September 30, 2025. The increase primarily reflected higher public-company and administrative costs, partially offset by ongoing cost-control initiatives.
The Company continues to align its general and administrative cost structure with current operating levels, while maintaining the necessary infrastructure to support its growth and public company requirements.
Other Income (Expenses)
| Three Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Interest income |
$ | 18,990 | $ | 38,001 | $ | (19,011 | ) | (50 | )% | |||||||
| Interest expense |
(186,257 | ) | (292,197 | ) | 105,940 | (36 | )% | |||||||||
| Change in fair value of warrant liabilities |
(5,991,315 | ) | (190,653 | ) | (5,800,662 | ) | 3043 | % | ||||||||
| Other expense |
(834 | ) | (1,762 | ) | 928 | (53 | )% | |||||||||
| Total other income (expenses), net |
$ | (6,159,416 | ) | $ | (446,611 | ) | $ | (5,712,805 | ) | 1279 | % | |||||
Interest expense was $0.2 million for the three months ended September 30, 2026, and $0.3 million for the same period in 2025.
During the three months ended September 30, 2026 , the Company recognized a $6.0 million loss related to the change in fair value of warrant liabilities, compared with a $0.2 million loss during the three months ended September 30, 2025, representing an unfavorable year-over-year change of $5.8 million. These non-cash changes resulted from the remeasurement of the Historical Warrants and the North Run Warrants, which are accounted for as liabilities and carried at fair value as of September 30, 2026 and 2025.
Other income and expense were immaterial for the three months ended September 30, 2026 and 2025. Interest income was $0.02 million and $0.04 million for the three months ended September 30, 2026 and 2025, respectively.
Comparison of the nine months ended September 30, 2026 and 2025 (unaudited):
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Revenues |
$ | 24,569,564 | $ | 16,030,361 | 8,539,203 | 53 | % | |||||||||
Revenues increased $8.5 million, or 53%, to $24.6 million for the nine months ended September 30, 2026, compared with $16.0 million for the nine months ended September 30, 2025. Product revenue increased 55% year over year, while royalty and other revenue decreased from $0.2 million in the prior-year period to an immaterial amount in the current-year period.
Aerospace & Defense, revenue increased 334% to $9.0 million from $2.1 million in the prior-year period and represented 37% of product revenue, compared with 13% in the prior-year period. The increase was driven primarily by higher demand across drone, satellite communications and tactical communications applications.
Catalog revenue increased 60% to $7.4 million from $4.6 million in the prior-year period, reflecting increased demand across a broad range of applications. Infrastructure revenue increased 62% to $3.0 million from $1.9 million, reflecting higher demand across certain infrastructure programs. These increases were partially offset by an 30% decrease in Automotive revenue to $5.1 million from $7.3 million, primarily reflecting lower demand across certain legacy automotive programs.
Revenue from existing products increased $9.8 million, or 78%, to $22.5 million from $12.7 million in the prior-year period, reflecting the continued conversion and ramp of prior design wins into production revenue. Revenue from new products decreased $1.1 million, or 36%, to $2.1 million from $3.2 million in the prior-year period, primarily reflecting the timing of new products reaching initial production.
Based on ship-to-geography, domestic product revenue increased $4.4 million, or 44%, to $14.4 million from $10.0 million in the prior-year period. International product revenue increased $4.3 million, or 74%, to $10.2 million, from $5.9 million. International product revenue represented 41.5% of product revenue for the nine months ended September 30, 2026, compared with 37.1% in the prior-year period.
Direct Product Costs and Gross Profit
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Direct product costs |
$ | 7,136,691 | $ | 5,630,857 | 1,505,834 | 27 | % | |||||||||
| Gross profit |
$ | 17,432,873 | $ | 10,399,504 | 7,033,369 | 68 | % | |||||||||
Direct product costs increased $1.5 million, or 27%, to $7.1 million for the nine months ended September 30, 2026, compared with $5.6 million for the nine months ended September 30, 2025. The increase was attributable primarily to higher production and sales volumes; however, direct product costs increased at a significantly lower rate than product revenue. Gross profit increased $7.0 million, or 68%, to $17.4 million for the nine months ended September 30, 2026, compared with $10.4 million in the prior-year period. Gross margin increased to 71.0% from 64.9%, an improvement of 608 basis points.
The improvement in gross margin primarily reflected improved absorption of fixed overhead costs across a higher revenue base, and more favorable shift in product mix toward higher margin products and end markets. Overhead costs classified within cost of revenue increased to $1.9 million from $1.7 million in the prior-year period, while declining to 7.8% of revenue from 10.4% in the prior-year period.
Research and Development Expenses
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Research and development |
$ | 6,092,992 | $ | 6,632,847 | (539,855 | ) | (8 | )% | ||||||||
Research and development expenses decreased $0.5 million, or 8%, to $6.1 million for the nine months ended September 30, 2026, compared to $6.6 million for the nine months ended September 30, 2025. The decrease primarily reflected the benefit of cost reductions initiatives implemented in prior periods, partially offset by targeted investments in product development and engineering programs during the current year.
Research and development expenses decreased to 24.8% of revenue from 41.4% in the prior-year period, reflecting improved operating leverage while the Company continued to invest selectively in its product roadmap.
Sales and Marketing Expenses
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Sales and marketing |
$ | 4,859,578 | $ | 4,901,670 | (42,092 | ) | (1 | )% | ||||||||
Sales and marketing expenses decreased $0.04 million, or 1%, to $4.9 million for the nine months ended September 30, 2026 compared with $4.9 million in the prior-year period. The decrease reflects continued management of personnel and discretionary spending, substantially offset by higher variable sales commissions associated with increased revenue during the current year.
Sales and marketing expenses decreased to 19.8% of revenue from 30.6% in the prior-year period.
General and Administrative Expenses
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| General and administrative expenses |
$ | 3,134,756 | $ | 3,580,250 | (445,494 | ) | (12 | )% | ||||||||
General and administrative expenses decreased $0.4 million, or 12%, to $3.1 million for the nine months ended September 30, 2026, compared with $3.6 million for the nine months ended September 30, 2025. The decrease primarily reflected the benefit of cost reduction initiatives implemented in prior periods and continued management of professional services and other administrative spending, partially offset by higher incentive compensation expense during the current-year third quarter.
General and administrative expenses decreased to 12.8% of revenue from 22.3% in the prior-year period.
Other Income (Expenses)
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Interest income |
$ | 62,045 | $ | 152,786 | $ | (90,741 | ) | (59 | )% | |||||||
| Interest expense |
(608,900 | ) | (745,256 | ) | 136,356 | (18 | )% | |||||||||
| Change in fair value of warrant liabilities |
(8,060,446 | ) | 653,168 | (8,713,614 | ) | (1334 | )% | |||||||||
| Other income (loss) |
419,339 | (4,014 | ) | 423,353 | (10547 | )% | ||||||||||
| Total other income (expenses), net |
$ | (8,187,962 | ) | $ | 56,684 | $ | (8,244,646 | ) | (14545 | )% | ||||||
Interest expense decreased $0.1 million, or 18% to $0.6 million for the nine months ended September 30, 2026 compared with $0.7 million in the prior year period.
During the nine months ended September 30, 2026 , the Company recognized a $8.1 million loss related to the change in fair value of warrant liabilities, compared with a $0.7 million gain during the nine months ended September 30, 2025, representing an unfavorable year-over-year change of $8.7 million. These non-cash changes resulted from the remeasurement of the Historical Warrants and the North Run Warrants, which are accounted for as liabilities and carried at fair value as of September 30, 2026 and 2025.
Other income increased $0.4 million primarily due to the employee retention tax credit received during the nine months ended September 30, 2026. In addition, interest income was $0.06 million for the nine months ended September 30, 2026, compared with $0.15 million in the comparable period of 2025.
Liquidity and Capital Resources
Our primary sources of liquidity have been cash generated from operations, proceeds from private placements and borrowings under our credit facilities. As of September 30, 2026, we had cash and cash equivalents of $6.3 million. We also have the Spectrum Loan Facility and the Salem Loan Facility, each of which is described in Note 5 to our unaudited condensed consolidated financial statements.
On June 10, 2026, we entered into the Second Amendment to the Spectrum Loan Facility, which extended the term of the facility through May 31, 2028, subject to automatic 24-month renewals, and reduced the annual facility fee to $28,125. See Note 5 to our unaudited condensed consolidated financial statements for additional information regarding our outstanding borrowings and credit facilities.
As discussed in Note 2 to our condensed consolidated financial statements, we have historically incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $65.6 million as of September 30, 2026. We generated $3.5 million of positive operating cash flow during the nine months ended September 30, 2026, compared with $2.5 million of negative operating cash flow in the prior-year period. We believe this improvement reflects the scaling of our business and revenue growth, positioning us to fund more of our product roadmap, continued expansion in Aerospace and Defense, and the pursuit of opportunities in new markets through internally generated cash flow.
We expect to continue investing in research and development, sales and marketing, and administrative infrastructure to support these growth opportunities while maintaining a focus on cost control, margin improvement, and capital efficiency.
Based on current operating plans, existing cash balances, positive operating cash flow during the first nine months of 2026 and availability under the Spectrum Loan Facility, we believe that our liquidity will be sufficient to fund operations for at least the next twelve months from the issuance date of these financial statements. However, this assessment is based on current forecasts and assumptions, and there can be no assurance that we will not require additional capital. We may seek to raise additional funds through equity or debt financings or other sources as market conditions permit.
The following table summarizes our sources and uses of cash for each of the periods presented.
Cash (used in) provided by:
| Nine Months Ended September 30, |
||||||||
| 2026 |
2025 |
|||||||
| Operating activities |
$ | 3,506,713 | $ | (2,486,403 | ) | |||
| Investing activities |
(482,824 | ) | (1,173,457 | ) | ||||
| Financing activities |
(861,320 | ) | (295,373 | ) | ||||
| Net increase (decrease) in cash |
$ | 2,162,569 | $ | (3,955,233 | ) | |||
Operating Activities
Net cash provided by operating activities was $3.5 million for the nine months ended September 30, 2026, compared with net cash used in operating activities of $2.5 million for the same period in 2025.
Cash provided by operating activities for the nine months ended September 30, 2026 primarily reflected improved operating performance and changes in working capital, partially offset by the net loss. Non-cash items included depreciation and amortization, share-based compensation, non-cash operating lease costs and the change in fair value of warrant liabilities.
Cash used in operating activities for the nine months ended September 30, 2025 primarily reflected the net loss and changes in working capital, partially offset by non-cash expenses.
Investing Activities
Cash used in investing activities was $0.5 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively.
Cash used in investing activities consisted primarily of purchases of property, plant and equipment. The decrease in cash used compared to the prior year period reflects lower capital expenditures as the Company continued to prioritize investments supporting its operations while maintaining disciplined capital spending.
Financing Activities
Cash used in financing activities was $0.9 million for the nine months ended September 30, 2026, primarily reflecting payments related to finance leases and finance agreements, partially offset by proceeds from stock option exercises and debt financing.
Cash used in financing activities was $0.3 million for the nine months ended September 30, 2025, primarily reflecting payments related to finance leases and insurance premiums, partially offset by debt financing proceeds.
Contractual Obligations and Commitments
The following summarizes our significant contractual obligations as of September 30, 2026 (unaudited).
| Payments due by period |
||||||||||||||||||||
| Total |
Less than 1 year |
1 – 3 years |
4 – 5 years |
More than 5 years |
||||||||||||||||
| Purchase order obligations |
$ | 2,213,672 | $ | 2,213,672 | $ | — | $ | — | $ | — | ||||||||||
| Short-term notes |
200,000 | 200,000 | — | — | — | |||||||||||||||
| Long-term notes |
4,309,055 | — | 4,309,055 | — | — | |||||||||||||||
| Long-term debt |
79,126 | — | 79,126 | — | — | |||||||||||||||
| Short-term debt |
819,088 | 819,088 | — | — | — | |||||||||||||||
| Operating lease obligations |
5,226,180 | 531,670 | 1,511,075 | 1,797,465 | 1,385,970 | |||||||||||||||
| Finance lease obligations |
371,241 | 294,047 | 77,194 | — | — | |||||||||||||||
| Total |
$ | 13,218,362 | $ | 4,058,477 | $ | 5,976,450 | $ | 1,797,465 | $ | 1,385,970 | ||||||||||
Off-Balance Sheet Arrangements
As of September 30, 2026 and December 31, 2025, we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date and reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments in the preparation of our unaudited interim condensed consolidated financial statements involve derivative and warrant liabilities and the valuation of equity financing. Accordingly, actual results may differ from these estimates. To the extent that there are differences between our estimates and actual results, our future consolidated financial statement presentation, financial condition, results of operations, and cash flows will be affected.
Other than as described under Note 2 to our audited consolidated financial statements and as described above, the Critical Accounting Policies and Significant Judgments and Estimates included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, have not materially changed.
Recently Adopted Accounting Standards
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited interim condensed consolidated financial statements appearing elsewhere in this Quarterly Report.
JOBS Act Accounting Election
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are no longer an emerging growth company, or affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. We have not elected to early adopt certain new accounting standards, as described in Note 2 to our unaudited interim condensed consolidated financial statements. As a result, our unaudited interim condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Management’s Evaluation of our Disclosure Controls and Procedures
Under the supervision of and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2026, the end of the period covered by this Form 10-Q. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2026, there have been no changes in our internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not a party to any material pending legal proceedings. From time to time, we may become involved in lawsuits and legal proceedings that arise in the ordinary course of business.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
Trading Arrangements of Section 16 Reporting Persons
During the quarter ended September 30, 2026 person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common stock (i.e. directors, certain large shareholders and certain officers of the Company) maintained, adopted, modified or terminated a “Rule - trading arrangement” or “non-Rule -1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.
On October 30, 2026, the holder of the North Run Warrants agreed to amend and restate the North Run Warrants to remove the holder's right to elect between two prices for purposes of determining the cashless exercise calculation. A copy of the amended and restated North Run Warrant is attached hereto as Exhibit 4.4 and incorporated herein by reference.
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.
| 31.1 |
X |
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| 31.2 |
X |
|
| 32.1 |
X |
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| 32.2 |
Certification of Mike John-Williams, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X |
| 101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
X |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
X |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
X |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
X |
| 101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document. |
X |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
X |
| 104 |
Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL and contained in Exhibit 101. |
X |
+ Indicates a management contract or any compensatory plan, contract, or arrangement.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
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GUERRILLA RF, INC. |
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|
|
|
|
| Date: November 2, 2026 |
By: |
/s/ Ryan Pratt |
|
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Ryan Pratt Chief Executive Officer (principal executive officer) |
| GUERRILLA RF, INC. | ||
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| Date: November 2, 2026 | By: |
/s/ Mike John-Williams |
|
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Mike John-Williams Chief Financial Officer (principal financial officer) |
Exhibit 4.4
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 REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES, IN EACH CASE WITH A PLEDGEE THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT
GUERRILLA RF, INC.
Warrant Shares: 2,885,246 Issue Date: August 5, 2024
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, NR-PRL Partners, LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 5, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guerrilla RF, Inc., a Delaware corporation (the “Company”), up to 2,885,246 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated August 2, 2024, among the Company and the purchasers’ signatory thereto.
|
Section 2. |
Exercise. |
a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein), in each case, following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. For purposes of this Warrant, “Trading Day” shall mean any day on which the Principal Market is open for trading. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be Three Dollars and Five Cents ($3.05), subject to adjustment hereunder (the “Exercise Price”).
c) Cashless Exercise. At any time, at the election of the Holder in its sole discretion, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B)*(C)] by (A), where:
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(A) |
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the greater of (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise and (z) the Bid Price of the Common Stock on the Principal Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; |
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(B) |
= the Exercise Price of this Warrant, as adjusted hereunder; and |
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(C) |
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. |
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a National Exchange, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the National Exchange on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a National Exchange, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a National Exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the National Exchange on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a National Exchange, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).
d) Mechanics of Exercise.
i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the transfer agent of the Company (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or book-entry statement, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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Section 3. |
Certain Adjustments. |
a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.
b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock, Convertible Securities, or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than a dividend or other distribution of the type described in Section 3(a) above (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.
d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of voting stock of the Company in the aggregate (including Common Stock and any voting preferred stock), (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of voting stock of the Company in the aggregate (including Common Stock and any voting preferred stock) (not including any shares of Common Stock or voting preferred stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation on the exercise of this Warrant), the same consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Successor Entity and the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f) Notice to Holder.
i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company (unless such notice is filed with the Commission, which in such case, no additional notice is required to be provided to the Holder), at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
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Section 4. |
Transfer of Warrant. |
a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 2.f of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 2.f of the Purchase Agreement.
e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.
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Section 5. |
Miscellaneous. |
a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.
b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized Shares.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the National Exchange upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
e) Jurisdiction; Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.
f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.
i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.
m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
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(Signature Page Follows)
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
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GUERRILLA RF, INC. |
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By: __________________________________________ Name: Title: |
EXHIBIT A
NOTICE OF EXERCISE
TO: GUERRILLA RF, INC.
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
[ ] in lawful money of the United States; or
[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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Name: |
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(Please Print) |
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Address: |
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Phone Number: Email Address: |
(Please Print) ______________________________________ ______________________________________ |
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Dated: _______________ ___, ______ |
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Holder’s Signature: |
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Holder’s Address: |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Pratt, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Guerrilla RF, Inc. for the quarter ended September 30, 2026; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: November 2, 2026 |
By: |
/s/ Ryan Pratt |
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Ryan Pratt Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mike John-Williams, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Guerrilla RF, Inc. for the quarter ended September 30, 2026; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: November 2, 2026 |
By: |
/s/ Mike John-Williams |
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Mike John-Williams Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Guerrilla RF, Inc. (the "Company") for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
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Date: November 2, 2026 |
By: |
/s/ Ryan Pratt |
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Ryan Pratt President, Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Guerrilla RF, Inc. (the "Company") for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
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Date: November 2, 2026 |
By: |
/s/ Mike John-Williams |
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Mike John-Williams Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |