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--12-31
 
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): May 2, 2024
 
 
 
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. ☐
 
 
 
 
ITEM 5.03.  AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
 
On May 2, 2024, Guerrilla RF, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders granted discretionary authority to the Company’s board of directors (the “Board”) to amend the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation) to effect a reduction in the total number of authorized shares of common stock to 50,000,000, proportional to the effect of the 1-for-6 reverse stock split that was effected in 2023 (the “Authorized Shares Reduction”).
 
On May 2, 2024, the Board approved the Authorized Shares Reduction and 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 the Authorized Shares Reduction. The Certificate of Amendment provides that the Authorized Shares Reduction became effective upon filing.
 
As a result of the Authorized Shares Reduction, the number of authorized shares of the Company’s common stock has been reduced from 300,000,000 to 50,000,000. The Authorized Shares Reduction does not have any effect on the rights of existing stockholders, and the par value of the common stock remains unchanged at $0.0001 per share.
 
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 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
On May 2, 2024, the Company held its Annual Meeting.  The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 9, 2024, are as follows:
 
The Company’s stockholders (i) elected each of the three persons listed below under Proposal 1 to serve as a Class III directors of the Company until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (ii) granted discretionary authority to the Board to amend the Company’s amended and restated certificate of incorporation to effect a reduction in the total number of authorized shares of common stock to 50,000,000, proportional to the effect of the 1-for-6 reverse stock split that was effected in 2023, and (iii) ratified the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, with votes cast as follows.
 
Proposal or Name of Nominee
  
Shares Voted “For”
    
Shares Voted “Against”
    
Shares Withheld
    
Shares Abstained
    
Broker Non-Votes
  
Proposal 1: To elect three persons to serve as Class III directors of the Company until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
                                       
James (Jed) E. Dunn, Jr.
     4,598,808       —       48,758       —       495,149  
William J. Pratt
     4,595,794       —       51,772       —       495,149  
Virginia Summerell
     4,597,632       —       49,934       —       495,149  
                                         
Proposal 2: To grant discretionary authority to the Board to amend the Company's amended and restated certificate of incorporation to effect a reduction in the total number of authorized shares of common stock to 50,000,000, proportional to the effect of the 1-for-6 reverse stock split that was effected in 2023.
    5,038,322       98,463       —       5,930       —  
                                         
Proposal 3: To ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
     5,138,449       2,081       —       2,187       —  
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
EXHIBIT INDEX 
 
 
Exhibit
Number
  
Description
3.1
   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Guerrilla RF, Inc., filed with the Secretary of State of the State of Delaware on May 2, 2024.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GUERRILLA RF, INC.
     
Date: May 3, 2024
By:
/s/ Ryan Pratt
   
Ryan Pratt
   
Chief Executive Officer
 
 
 
 

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 deleting the existing Section 1 of Article IV and replacing it with the following:

 

“1. Total Authorized. The total number of shares of all classes of stock that the Corporation has authority to issue is 60,000,000 shares, consisting of two classes: 50,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”

 

 

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 when filed with the Delaware Division of Corporations.

 

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 2nd day of May, 2024.

 

 

GUERRILLA RF, INC.

 

By:      /s/ Ryan Pratt                      

Name:         Ryan Pratt

Title:         Chief Executive Officer