false 0001832487 0001832487 2023-04-14 2023-04-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 14, 2023
 
GUERRILLA RF, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
  
000-56238
  
85-3837067
(State or other jurisdiction of
incorporation or organization)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
2000 Pisgah Church Road
Greensboro, NC
  
27455
(Address of principal executive offices)
  
(Zip Code)
 
(336) 510-7840
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
--12-31
ITEM 5.03.  AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
 
As previously disclosed, at the 2023 Annual Meeting of Stockholders of Guerrilla RF, Inc. (the “Company”) held on April 5, 2023, the Company’s stockholders granted discretionary authority to the Company’s board of directors (the “Board”) to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) through an amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation), with the exact ratio to be determined by the Board within a range of not less than 1-for-2 and not more than 1-for-20.
 
On April 14, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of the shares of the Common Stock (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split will be effective as of 12:01 a.m. Eastern Time on April 17, 2023 (the “Effective Time”).
 
As a result of the Reverse Stock Split, at the Effective Time, every six (6) shares of the issued and outstanding Common Stock will be automatically converted into one (1) share of Common Stock, but without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 300,000,000 shares. The CUSIP number for the Common Stock following the Reverse Stock Split will be 40162G203.
 
Proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock issuable upon the exercise of all outstanding stock options and warrants granted by the Company. The number of shares of Common Stock deliverable upon settlement or vesting of restricted stock units will be similarly adjusted. Concurrently, the number of shares of Common Stock reserved for future issuance under the Company’s 2021 Equity Incentive Plan immediately prior to the Effective Time will be reduced proportionately.
 
For more information about the Reverse Stock Split, see the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on March 9, 2023. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.
 
ITEM 8.01.  OTHER EVENTS.
 
On April 14, 2023, the Company issued a press release relating to the matters described in Item 5.03 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
 
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
EXHIBIT INDEX
 
Number
Description
3.1
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GUERRILLA RF, INC.
     
Date: April 14, 2023
By:
/s/ Ryan Pratt
   
Ryan Pratt
   
Chief Executive Officer and Director
 
 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

TO THE

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

GUERRILLA RF, INC.

 

 

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Guerrilla RF, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

 

 

1.

The Amended and Restated Certificate of Incorporation of the Corporation is amended by adding the following new paragraph to the end of Article IV:

 

“4. Reverse Stock Split. Upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, every six (6) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action by the holders thereof, be reclassified and combined into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Instead, stockholders who would have been entitled to a fractional share shall receive such additional fraction of a share of Common Stock as is necessary to round up to the next whole share.”

 

 

2.

This Certificate of Amendment has been duly adopted by the board of directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL.

 

 

3.

This Certificate of Amendment shall become effective as of 12:01 a.m., Eastern Time on April 17, 2023.

 

 

 

[Signature Page Follows.]

 

 
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed by a duly authorized officer of the Corporation on the 14th day of April, 2023.

 

GUERRILLA RF, INC.

 

By:        /s/ John Berg                    

Name:   John Berg

Title:     Chief Financial Officer

 

 

Exhibit 99.1

 

picture1.jpg

 

Guerrilla RF Announces Reverse Stock Split in Preparation for a Proposed Uplisting to a National Exchange

 

Company enacts a one-for-six reverse stock split as the next step in the process of uplisting its stock on a national securities exchange

 

GREENSBORO, N.C.—April 14, 2023—Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency (RF) and microwave communications solutions, announced that it will implement a one-for-six reverse split of its outstanding and authorized common stock, effective at 12:01 a.m. (EST) on April 17, 2023. Guerrilla RF’s common stock will continue trading under the temporary symbol “GUERD” on a reverse stock-split-adjusted basis on the OTCQX when the market opens on April 17, 2023.

 

The reverse stock split was approved by the Company’s board of directors and shareholders on April 5, 2023 for the purpose of filing an application to uplist Guerrilla RF’s common stock to a national exchange. The reverse stock split is intended to fulfill the stock price requirements for initial listing on a national exchange.

 

“We believe that uplisting to a national securities exchange will allow us greater access to capital, better liquidity, and more visibility for our brand as we embark on the next phase of our commercialization strategy. This coincides with our focus on expanding the depth and breadth of our product pipeline and moving into the highly lucrative industry verticals — 5G, automotive connectivity, cellular boosters and DAS, military radios, and wireless audio. This is an important step in our previously announced capital markets strategy to increase the liquidity and visibility of Guerrilla RF’s common stock and better serve our shareholders,” said Sam Funchess, Vice President of Investor Relations at Guerrilla RF.

 

On the effective date of the reverse split, every six shares of issued and outstanding common stock will become one share of newly issued and outstanding common stock. The reverse stock split will not affect any shareholder’s ownership percentage of Guerrilla RF. Any fractional shares resulting from the reverse split will be rounded up to the nearest whole share. 

 

 

About Guerrilla RF, Inc.

Founded in 2013, Guerrilla RF, Inc., develops and manufactures high-performance state-of-the-art radiofrequency (RF) and microwave communication solutions for wireless OEMs in multiple high-growth market segments, that include network infrastructure for 5G/4G macro and small cell base stations, cellular repeaters/DAS, automotive telematics, military communications, navigation, and high-fidelity wireless audio. The Company has an extensive portfolio of 100+ high-performance RF and microwave semiconductor devices with 50+ new products in development. As one of the fastest growing semiconductor firms in the industry, Guerrilla RF drives innovation through its R&D to commercialization initiatives and focuses on product excellence and custom solutions to underserved markets. To date, the Company has shipped over 150 million devices and has repeatedly been included in Inc. Magazine’s annual "Inc. 5000" list. Guerrilla RF recently made the top "Inc. 500" list for the second year in a row. For more information, please visit https://guerrilla-rf.com or follow the Company on Twitter and LinkedIn.

 

 

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements include projections, predictions, expectations, or beliefs about future events or results, or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of the Company and its management about future events. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company's control. Actual results may differ materially from those in the forward-looking statements as a result of several factors, including those described in the Company's filings with the SEC, available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

 

Contact:

 

Sam Funchess, VP of Investor Relations

sfunchess@guerrilla-rf.com

+1 336 510 7840