UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-56238
GUERRILLA RF, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 85-3837067 | |
| (State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 2000 Pisgah Church Road, Greensboro, North Carolina | 27455 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (336) 510-7840
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. Yes ☒ No ☐
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). Yes ☒ No ☐
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 ☐ | Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate value of the registrant's common stock as of June 30, 2024 held by those persons deemed by the registrant to be non-affiliates was approximately $13,446,324. For the purposes of the foregoing calculation only, all directors, executive officers, and 10% shareholders of the registrant are deemed to be 'affiliates.' As of March 24, 2025, there were 10,326,940 shares of the registrant's common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be filed pursuant to Regulation 14A are incorporated herein by reference into Part III.
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| Item 1. |
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| Item 1A. |
10 | |
| Item 1B. |
37 | |
| Item 1C. | Cybersecurity | 37 |
| Item 2. |
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| Item 3. |
38 | |
| Item 4. |
38 | |
| Item 5. |
39 | |
| Item 6. |
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| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
40 |
| Item 7A. |
47 | |
| Item 8. |
48 | |
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
77 |
| Item 9A. |
77 | |
| Item 9B. |
78 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 78 |
| PART III | ||
| Item 10. |
Directors, Executive Officers and Corporate Governance | 79 |
| Item 11. |
Executive Compensation | 79 |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 79 |
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence | 80 |
| Item 14. |
Principal Accounting Fees and Services | 80 |
| PART IV | ||
| Item 15. | Exhibits and Consolidated Financial Statement Schedules | 80 |
| Item 16. | Form 10-K Summary | 82 |
GLOSSARY OF TERMS AND ABBREVIATIONS
The following is a glossary of technical terms used in this Report:
64T64R, 32T32R, 16T16R, 8T8R systems — Describes the number of transmit and receive paths in a 5G system architecture.
5G — A technology standard to increase the speed or amount of data communicated in a cellular network relative to 3G or LTE networks.
AEC-Q100 — Automotive Electronic Council’s electronic stress qualification standard for integrated circuits.
Cellular booster/DAS — System which extends and distributes a cellular signal within buildings such as below-ground, large-area, or high-rise structures.
Cellular Compensator — Improves a cellular link inside a motorized vehicle by using an antenna outside the vehicle in combination with amplifiers to boost the signal in both the transmit and receive paths.
Cellular Repeater — Improves poor cellular service by boosting signal strength inside a building or structure.
C-V2X — Cellular-technology-based vehicle-to-everything communication standard.
CMOS — Complementary MOS (metal oxide semiconductor), widely used semiconductor transistor architecture.
Copper lead frame — Copper-based substrate used as a foundation for semiconductor packages.
DAB — Digital audio broadcasting. A terrestrial-based digital radio standard (HD Radio).
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.
Die/Chip — An individual semiconductor device on the wafer.
Distribution-customer — A customer that purchases Guerrilla RF products to sell to a third-party rather than for its own use.
DSA — Digital step attenuator.
DSRC — Dedicated short-range communications. (Typically used in electronic toll collection).
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.
EAR — Export Administration Regulation.
Fab — Fabrication, generally refers to a semiconductor wafer fabrication facility.
Fabless — Semiconductor company that utilizes pure-play or outsourced wafer fabrication partners rather than owning and operating their own wafer foundry.
FM/DAB — Terrestrial-based radio broadcast standards.
GaN — Gallium nitride semiconductor process used in high-power amplifier applications.
GaAs HBT — Gallium arsenide heterojunction bipolar transistor. A semiconductor process allowing higher efficiency and improved linearity compared to GaAs MESFET processes.
GaAs pHEMT — Gallium Arsenide pseudomorphic high electron mobility transistor. A semiconductor process that allows larger bandgap differences, thus providing higher performance than a GaAs MESFET technology.
Gain blocks, switches, power detectors, drivers, mixers, digital step attenuators, high power amplifiers — Functional building blocks of RF components in a typical radio frequency system or architecture.
GHz — Frequency of operation (in Gigahertz) in an RF system.
GPS/GNSS — Global satellite positioning technologies.
IP — Intellectual property.
LNA — Low noise amplifier.
Linear driver amplifier — An amplifier used before the final amplification stage that produces increased power levels while adding minimal distortion to the output signal.
mMIMO active antenna array — Massive multiple-input and multiple-output antenna systems that include beamforming ability.
MMIC — Monolithic microwave integrated circuit. An integrated circuit designed to utilize microwave frequency bands. (300MHz to 300GHz).
MESFET — Metal-semiconductor field-effect transistor, a type of transistor.
OEM — Original equipment manufacturers.
PA — Power Amplifier.
Package lead frame — Substrate (typically copper) used as a foundation to mount and package semiconductor devices.
pHEMT — Pseudomorphic high electron mobility transistor, a type of transistor.
Point-to-point radio — Radio link used between two communication endpoints or devices.
RF — Radio frequency.
RFIC — Radio frequency integrated circuit.
RFID — Radio frequency identification.
SDARS — Satellite Digital Audio Radio Service (e.g., Sirius XM Satellite Radio).
Si — Silicon — Standard fabrication process used for semiconductor processing.
SOI — Silicon on insulator. Fabrication process used for semiconductor manufacturing. This process choice is beneficial to reduce parasitic capacitance for a device.
Tape and reel — A method of packing surface mount devices by placing each device in an individual pocket on a carrier tape. Clear tape is applied to contain the device within the pocket. The carrier tape is wound on a reel, easing device handling and transportation.
Telematics — The convergence of telecommunications and information processing. The term is generally used for describing systems used in motor vehicles.
UWB — Ultra-wideband Radio technology using very low energy levels for short-range, high-bandwidth communications.
V2X — Vehicle-to-everything. Communication technology to allow vehicles to communicate with other vehicles, infrastructure, pedestrian devices, etc.
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.
WiFi — Wireless network protocol, based on the IEEE 802.11 family of standards.
Wireless backhaul point-to-point — A method used by communication providers to use wireless data links to connect radio towers or the core network.
Wireless infrastructure — Systems designed or used by network operators or other professionals to ensure strong communication links to consumers or customers.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K ("Annual Report"), including the exhibits hereto and the information incorporated by reference herein, sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to risks and uncertainties. Information regarding activities, events, and developments that we expect or anticipate will or may occur in the future, including, but not limited to, information relating to our future growth and profitability targets and strategies designed to increase total shareholder value, are forward-looking statements based on management’s estimates, assumptions and projections. Forward-looking statements also include, but are not limited to, statements regarding our future economic and financial condition and results of operations, the plans and objectives of management and our assumptions regarding our performance and such plans and objectives, as well as the amount and timing of other uses of cash flows. Forward-looking statements generally can be identified through the use of words such as “guidance,” "believe,” “could,” “potential,” “continue,” “outlook,” “project,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” and other similar expressions that do not relate solely to historical matters. Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by forward-looking statements.
Forward-looking statements contained in this Annual Report 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 Annual Report 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.
Forward-looking statements include, but are not limited to, statements about:
● we may not be able to generate sufficient cash to service all of our debt or meet our operating needs;
● we may not be able to achieve profitability or raise sufficient equity capital to support our operating needs and fund our strategic plans;
● 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; and,
● 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;
● our inability to remediate the material weakness identified in internal controls over financial reporting relating to certain control processes;
● 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; and,
● volatility in the price of our common stock.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” 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. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Annual Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should read this Annual Report and the documents that we reference in this Annual Report as exhibits with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
Our common stock is currently quoted on the OTCQX, under the symbol “GUER.”
Our principal executive offices are located at 2000 Pisgah Church Road, Greensboro, North Carolina 27455. Our telephone number is (336) 510-7840. Our website address is www.guerrilla-rf.com. Information contained on, or that can be accessed through, our website is not a part of this Annual Report. All trademarks, service marks, and trade names appearing in this Annual Report are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.
Overview
Guerrilla RF is a fabless semiconductor company based in Greensboro, NC. 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, Guerrilla RF 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 possesses in-house design, applications, sales, and customer support functions as a fabless semiconductor company. It outsources the manufacture and production of its MMIC products to subcontractors, providing access to multiple semiconductor process technologies. Guerrilla RF’s primary external wafer foundries are in Taiwan and Singapore, and its primary assembly and test supplier is located in Malaysia. We have produced and distributed in excess of 200 million products in our portfolio of products to over 300 end customers worldwide.
Our Industry
Global demand for ubiquitous, always-on connectivity has increased over the past several years, driving data traffic over wireless and wired networks. We believe that wireless and wired markets are undergoing multi-year technology upgrade cycles to keep pace with this demand.
Cellular operators have been migrating to 5G technology to improve efficiency, increase data throughput, reduce signal latency, and enable massive machine-to-machine connectivity. Because 5G networks operate on different frequencies (low-, mid-, and high-band spectrum) and coexist with prior cellular standards, we believe 5G deployments will increase the content opportunity for Guerrilla RF’s infrastructure RF products.
As an example, over the past several years, automakers have added more entertainment and safety features to their automobiles due in part to customer demands and in part due to increased demand for electric vehicles (EV) and an increasing focus on the development of autonomous vehicle technologies. We expect this trend to continue to increase demand for RF semiconductors in modern automobiles. We believe this trend offers a growing content opportunity for Guerrilla RF’s automotive RF products.
The COVID-19 pandemic placed even more demand on the need for contactless and wireless communication in all aspects of human existence. Our technology helps meet that demand and facilitates rapid and contactless communication.
Our Markets
Our business is diversified across the following markets: Wireless Infrastructure, Automotive, and Catalog Markets.
Wireless Infrastructure
The wireless infrastructure market is evolving with the deployment of 5G networks operating across sub-7 GHz and millimeter-wave frequencies. Many of these networks incorporate massive MIMO (mMIMO) active antenna arrays, significantly increasing the number of RF transmit and receive channels. To meet these demands, 5G networks require a diverse portfolio of highly efficient RF solutions that enhance capacity, expand coverage, and maintain a compact form factor.
We support wireless infrastructure OEMs worldwide with a comprehensive portfolio of RF solutions covering all major frequency bands below 7 GHz. Additionally, our Satellite Communication (SatCom) solutions enable seamless connectivity between satellite and cellular infrastructure, enhancing network reach and reliability.
Our expanding product portfolio, which includes a wide range of gain, linearity, and noise figure performance, is well-suited for various demanding applications across the wireless infrastructure market and beyond.
Automotive
Next-generation wireless technologies are driving advancements in automotive connectivity, enabling new use cases such as Vehicle-to-Everything (V2X) communication, which supports direct, high-speed data exchange between vehicles, infrastructure, and other connected devices. These emerging applications demand sophisticated RF solutions capable of operating across multiple protocols, including GPS, satellite radio, DAB, WiFi, 5G (sub-7 GHz), and UWB. As the automotive industry continues to integrate advanced wireless technologies, the need for high-performance, reliable RF components will only continue to grow.
Catalog Markets
Our catalog market continues to grow as our products find applications in an expanding range of RF systems. These markets, which we collectively refer to as "Catalog Markets," include satellite navigation, cellular repeaters, point-to-point radios, RFID/asset tracking, defense, wireless audio, test and measurement, and other high-performance RF applications.
Our satellite navigation solutions enable precision location tracking for industries such as agriculture, aviation, maritime, mining, and construction. In the cellular repeater and point-to-point radio markets, our products support network densification and expanded coverage, improving connectivity in challenging environments. Additionally, our RF solutions enhance RFID/asset tracking and defense radios by enabling longer battery life and improved signal coverage.
As demand for high-performance RF solutions continues to evolve, our expanding portfolio—featuring a wide range of gain, linearity, and noise figure performance—positions us to serve a growing array of applications across multiple industries.
Our Products
Guerrilla RF’s portfolio of products has been developed to improve performance, reduce complexity, enable smaller form factors, and solve other critical RF challenges.
Wireless Infrastructure
Our solutions for satellite communications (SatCom) and massive MIMO (mMIMO) systems include low-noise amplifiers (LNAs), linear driver amplifiers, digital step attenuators, and discrete power amplifiers (PAs) for both point-to-point and multipoint applications. Additionally, we have developed GaN amplifier modules and are actively expanding our wireless infrastructure product portfolio to meet the evolving demands of the industry.
Automotive
We offer a comprehensive range of automotive RF connectivity solutions, including low-noise amplifiers (LNAs), linear driver amplifiers, switches, power amplifiers (PAs), and front-end modules. Designed to meet or exceed AEC-Q101 quality and reliability standards, our products support the stringent requirements of the automotive industry. We supply these high-performance solutions to automotive OEMs, tier-1 suppliers, and chipset vendors, enabling advanced connectivity in modern vehicle systems.
Catalog Markets
We supply a diverse range of standard RF catalog components to multiple markets. Our products' unique combination of low noise, broad bandwidth, and high linearity makes them well-suited for various applications, including wireless audio equipment, defense and first responder two-way radios, test and measurement equipment, cellular repeaters, and wireless backhaul point-to-point links. Additionally, our technology is widely used in RFID (Radio Frequency Identification), IoT (Internet of Things), Satellite Communication (SatCom), GPS (Global Positioning System), and ISM (Industrial, Scientific, and Medical) broadband applications, where high performance and reliability are critical.
Our Operations
Research and Development
Since our inception, Guerrilla RF has focused on under-served markets by providing industry-leading performance in discrete and integrated RF devices including ultra-low noise amplifiers (Ultra-LNAs), gain blocks, drivers, PAs, switches, mixers, power detectors, digital step attenuators, and infrastructure-class high power amplifiers.
We invest in research and development ("R&D") to develop products necessary to serve our target markets. Our R&D activities typically support competitive design win opportunities for significant programs at key customers, which require best-in-class performance, size, cost, and functional density. We also invest in R&D to develop new products for broader market applications. Our R&D efforts require us to focus on continuous improvement and innovation in fundamental areas, including software, simulation and modeling, systems architecture, circuit design, device packaging, module integration, and test-related materials and designs.
As a fabless semiconductor company, we utilize our wafer foundry manufacturing suppliers’ GaAs, GaN, and SOI CMOS process technologies. We combine these technologies with proprietary design methods, IP, and applications engineering expertise to improve performance, increase integration and reduce the size and cost of our products.
We work with our package and test suppliers to develop and qualify advanced packaging technologies to reduce component size, improve performance and reduce package costs. Our manufacturing partners’ capabilities enable us to bring these technologies to market in high volumes. R&D expenses totaled $9.7 million for the year ended December 31, 2024, and $10.3 million for the year ended December 31, 2023. R&D activities in 2024 focused on developing and releasing 32 new products to bring Guerrilla RF's product catalog to a total of 163 products at the end of 2024.
Raw Materials
We utilize an outsourced manufacturing model, and our manufacturing suppliers purchase raw materials to support our requirements. Our suppliers typically use industry-standard raw materials, which reduces supply chain risk. In addition, we purchase passive components for use in modules that include tuning components.
Guerrilla RF collaborates with global manufacturing partners to produce its products, leveraging international expertise and resources to enhance operational efficiency. However, the Company’s global supply chain is subject to various challenges that may impact the availability of raw materials, including trade restrictions, tariffs, and supply-demand imbalances.
Geopolitical tensions and policy changes could result in international trade restrictions, potentially limiting access to critical components or materials. To mitigate these risks, Guerrilla RF works closely with its manufacturing partners to establish long-term strategic relationships that enhance supply chain resilience. These partnerships allow the Company to forecast product needs, maintain adequate manufacturing capacity, and ensure continuity in raw material availability. Additionally, Guerrilla RF regularly evaluates and expands its supplier base, redesigns products to incorporate alternative raw materials, qualifies multiple wafer foundries, and extends or adds supply commitments to increase flexibility within its supply chain.
The potential imposition of tariffs on imported goods presents another challenge, as it can increase costs and disrupt established supply chains. These additional costs may impact the availability and pricing of essential raw materials, requiring the Company to proactively manage sourcing strategies to mitigate financial and operational risks.
Furthermore, global supply-demand imbalances could lead to raw material shortages, particularly when demand outpaces available supply. These fluctuations may affect production schedules and overall manufacturing efficiency.
In anticipation of these potential challenges, Guerrilla RF is committed to closely monitoring global supply chain dynamics and proactively working with its manufacturing partners to ensure stability. By maintaining strong supplier relationships, diversifying sourcing strategies, and implementing contingency plans, the Company has and continues to take steps to minimize potential disruptions and sustain long-term operational success.
Manufacturing
We believe that our outsourced manufacturing strategy allows us to identify the optimum semiconductor process technology for each product while ensuring we pay competitive prices for manufacturing. Our manufacturing suppliers are located in East Asia and the United States of America. We qualify additional manufacturing sites and sources of supply to reduce the risk of supply interruptions or price increases, and we closely monitor our suppliers’ key performance indicators. In addition, we seek to ensure that materials and manufacturing services are available from multiple sources. Our product manufacturing comprises a two-step process: (i) wafer fabrication; and (ii) packaging. Wafers are produced in wafer foundries by subcontractors and shipped to our assembly subcontractors for packaging. Most of our products are manufactured by placing die on a copper lead frame. We use bond wires to connect terminals on the package to the appropriate pads on the die. Material composition and wire length significantly affect the performance of the end product. Once a product has completed manufacturing, each device is RF-tested to ensure it meets published specifications. We transfer compliant devices to tape and reel -- the generally accepted method customers use in their downstream manufacturing processes.
We subcontract with multiple wafer foundries located in Taiwan, Singapore, and the United States of America. We currently utilize GaAs HBT, GaAs pHEMT, SOI, and GaN process technologies.
Manufacturing yields vary significantly based on many factors, including product complexity, performance requirements, and the maturity of the chosen manufacturing processes. To maximize wafer yields and quality, parameters are measured throughout the manufacturing process to ensure the systems are in control and produce the expected outputs. Ongoing reliability monitoring and numerous quality control inspections are also conducted throughout the production flow to ensure that we deliver high-quality products to our customers. Semiconductor fabrication is a specialized field requiring highly controlled and clean environments. As a result, the die on a wafer can become defective due to minute impurities, variances in the fabrication process, or defects in the masks used to transfer circuit patterns onto the wafers.
Our subcontractors’ manufacturing facilities are certified to the ISO 9001 quality standard, and select locations are accredited to additional automotive (IATF 16949) and environmental (ISO 14001) standards. These stringent standards are audited and certified by third-party certification bodies. The ISO 9001 standard is the international standard for creating a quality management system. IATF 16949 is the highest international quality standard for the global automotive industry and incorporates specific additional requirements for the automotive industry. ISO 14001 is an internationally agreed-upon standard for an environmental management system. Many of our key vendors and suppliers are certified to be compliant with these standards.
We design, develop, manufacture, and market products for leading domestic and international original equipment manufacturers and original design manufacturers. We also collaborate with leading reference design partners and design consultants globally.
Our products serve the needs of a wide variety of customers across multiple industries including automotive, infrastructure, SatCom, cellular boosters/DAS, and general catalog components. Within general catalog components our customers purchase our products for various RF applications including wireless audio, RFID, and Internet of Things. The majority of sales are made via independent distributions accounting for 96% of all revenue in 2024 and 93% in 2023.
Governmental Regulation
The semiconductor industry in which we operate is highly regulated, and the products and solutions we provide are subject to a complex set of federal, State, and country-specific laws and regulations. We are also subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business and requires companies to maintain accurate books and records and a system of internal accounting controls.
Import/Export Controls
Environmental
Guerrilla RF and our overseas manufacturing subcontractors are subject to various extensive and changing domestic and international federal, state, and local governmental laws, regulations, and ordinances related to the use, storage, discharge, and disposal of toxic, volatile, or otherwise hazardous chemicals used in the manufacturing process.
We monitor our manufacturing subcontractors and their compliance with applicable environmental laws and regulations.
We require that our suppliers certify their compliance with applicable environmental laws and regulations related to hazardous materials used in the manufacturing, assembly, and testing of our products, particularly materials retained in the final product. In addition, we have developed specific restrictions on the content of certain hazardous materials in our products and those of our suppliers and outsourced manufacturers and subcontractors. This practice helps ensure our products are compliant with the requirements of the markets into which we sell our products and with our customers’ needs.
Other Governmental Regulations
Government regulations are subject to change in the future. Accordingly, we cannot assess the possible effect of compliance with future requirements or whether our compliance with such regulations will materially impact our business, results of operations, or financial condition.
Sales and Marketing
We sell our products worldwide through a network of U.S. and foreign sales representative firms and distributors, and directly to customers. We select our domestic and foreign sales representatives based on their technical skills and sales expertise, complementary product lines, and customer bases. In addition, we provide ongoing educational training about our products to our internal and external sales representatives and distributors. We maintain an internal sales and marketing organization responsible for key account management, customer application engineering support, sales, and advertising literature, and technical presentations for industry conferences. Our direct sales personnel are located throughout the world. We handle all our technical customer support out of our headquarters in Greensboro, N.C.
Our website contains extensive product information and includes state-of-the-art parametric search tables that allow engineers to locate products quickly and easily. Customers can learn about our products, and download datasheets, product catalogs, s-parameters, application notes, and many other technical documents from our website. Our team of application engineers interacts with customers during all design and production stages, maintains regular contact with customer engineers, provides product application notes and engineering data, and assists in resolving technical problems. We maintain close relationships with our customers and provide them with technical support to help them anticipate future product needs. We actively seek their input to guide our product roadmaps.
Seasonality
Our sales are generated via standard purchase orders or specific agreements with customers. Historically, we have experienced seasonal fluctuations in the sale of our products driven by our customers' individual demands, oftentimes with the third and fourth quarters of our fiscal year experiencing stronger customer sales demands.
Competition
We operate in competitive environments across all of our market segments. Our end-user customers’ product life cycles can be relatively long compared to mobile phones or similar consumer products. For example, wireless infrastructure and automotive market product life cycles can be in the 5-10 year range compared to the 12-18 month range for mobile phones or similar products. Our ability to effectively compete is primarily determined by our ability to innovate with new products, improve existing products already on the market, maintain close relationships with our supply chain partners and key customers, and deliver new and improved products before our competitors. In addition, our competitiveness is affected by the quality of our customer service and technical support.
We compete primarily with Qorvo, Inc., NXP Semiconductors N.V., Skyworks Solutions, Inc., and MACOM Technology Solutions Inc.
Many of our current and potential competitors have entrenched market positions and customer relationships, established patents, and other intellectual property and substantial technological capabilities. The selection process for our products is highly competitive, and our end-user customers provide no guarantees that they will include our products in the next generation of their products. Additionally, many of our competitors may have significant financial, technical, manufacturing, and marketing resources, which may allow them to implement new technologies and develop new products more quickly.
Intellectual Property (IP)
Our IP, including patents, copyrights, trademarks, and trade secrets, is essential to our business, and we actively seek opportunities to leverage our IP portfolio to promote our business interests. We also actively seek to monitor and protect our global IP rights and deter unauthorized use of our IP and other assets. Such efforts can be complex because of the absence of consistent international standards and laws. Moreover, we respect the IP rights of others and strive to mitigate the risk of infringing or misappropriating third-party IP.
Patent applications are filed within the U.S. and may be filed in other countries where we have a market presence. On occasion, some applications do not mature into patents for various reasons, including rejections based on prior art. In addition, the laws of some foreign countries do not protect IP rights to the same extent as U.S. laws. We have two patents, each of which will expire in February 2034. Because of our rapid innovation and product development and the comparatively slow pace of patenting processes, our products could be obsolete before the related patents expire or are granted. However, we believe the duration and scope of our patents are sufficient to support our business, which as a whole is not significantly dependent on any one particular patent or IP right. As we expand our products and offerings, we also seek to expand our patent prosecution efforts to cover such products.
We periodically register federal trademarks, service marks, and trade names that distinguish our product brand names in the market. We also monitor these marks for their proper and intended use. Additionally, we rely on non-disclosure and confidentiality agreements to protect our interest in confidential and proprietary information that gives us a competitive advantage, including business strategies, unpatented inventions, designs, and process technology. Such information is closely monitored and made available only to those employees whose responsibilities require access to the data.
Rights in trademarks, service marks, and trade names do not have expiration dates. Of those rights, we have nine federal registrations at the United States Patent and Trademark Office (USPTO). The registrations have (and will have) technical expiration dates, but each is renewable indefinitely.
Human Capital
We believe that our employees are our greatest assets, and we must continue to attract, develop, retain, and motivate our employees to remain competitive and execute our business strategy. We strive to meet these objectives by offering competitive pay and benefits in a diverse, inclusive, and safe workplace. In addition, we provide opportunities for our employees to grow and develop their careers.
As of December 31, 2024, we had 67 employees including five international employees. By region, approximately 93% of our total employees are located in the United States and 7% in Asia. By primary job function, about 55% of our employees have engineering or technician roles, 6% are in operations, and 39% have sales, marketing, or other administrative roles. None of our employees is represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good.
Competitive Pay and Benefits
We provide compensation and benefits packages that we believe are competitive within our industry. We use a combination of compensation and other programs (which vary by region and salary grade) to attract, motivate and retain our employees, including stock option awards, retirement programs, unlimited personal time off, and health and wellness benefits and programs. In addition, we benchmark our compensation and benefits packages annually to remain competitive with our peers and attract and retain talent throughout our organization.
Employee Recruitment, Retention, and Development
We are committed to recruiting, hiring, retaining, promoting, and engaging a diverse workforce to serve our global customers. We have established relationships with professional associations and industry groups to attract talent proactively. In addition, we partner with universities to recruit undergraduate and graduate students for our internship program and entry-level positions. We also invest in employee development programs to provide employees with the training and education they need to help them achieve their career goals and build relevant skills.
We believe our unique corporate culture, competitive compensation and benefits programs, and career growth and development opportunities promote longer employee tenure and reduce turnover. We monitor employee turnover rates as our success depends upon retaining and investing in our highly skilled technical staff. As a result, our attrition rate has consistently been below the technology industry average.
Diversity, Equity, and Inclusion
We value the uniqueness that an inclusive and diverse global team brings to our Company. Therefore, we are focused on creating an environment that leverages the perspectives and contributions of each employee.
Safety, Health, and Wellness
We prioritize safe working conditions. We are committed to an injury-free workplace and provide dedicated workplace training and leadership support to reduce or eliminate health and safety risks.
Facilities
Our corporate headquarters are located in Greensboro, NC, where we lease approximately 50,000 square feet of office space under a lease agreement that commenced in the first quarter of 2023 when we took possession of the building. The lease term for our headquarters is 10 years and two months.
Investing in our securities involves a high degree of risk. Before making your decision to invest in shares of our common stock, you should carefully consider the risks described below, together with the other information contained in this Annual Report, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. We cannot assure you that any of the events discussed below will not occur. These events could have a material and adverse impact on our business, financial condition, results of operations, and prospects. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment.
Risk Factors Summary
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Our future capital needs are uncertain and we may need to raise additional capital to fund our operations and support our business growth, and such capital may not be available on attractive terms, if at all. |
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We have incurred significant losses in the past and will experience losses in the future. Our business and stock price may be adversely affected if we cannot make consistent progress toward future profitability. |
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We have identified a material weakness in our internal control over financial reporting. We had previously identified other material weaknesses that have since been remediated. The outstanding material weakness, or a reoccurrence of those recently remediated material weaknesses, could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. |
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We have a limited operating history upon which investors can evaluate our business and prospects. |
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We operate in the highly cyclical semiconductor industry, which is subject to significant downturns that may negatively impact our results of operations. |
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Our sales have been concentrated in a small number of customers. |
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We are still developing many of our products, and they may not be accepted in the market or by significant customers. |
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Our operating results are substantially dependent on developing new products and achieving design wins. Therefore, our future revenues that fund our growth in operations, continuing product development, administrative costs, and sales and marketing efforts are highly dependent on winning slots for our new product offerings. |
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We depend heavily on a single electronics distribution company to augment the reach of our field sales team and stock our products for a quick fulfillment of orders to numerous end users of our products. Therefore, any disruption of this relationship would result in a significant loss of sales to the extensive market participants with whom we place our products. Furthermore, any disruption of our relationship with this distributor could result in their default in a large portion of our accounts receivable, which can often exceed 60% of total commercial receivables due to us. |
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We depend heavily on third parties, especially in our supply chain. Therefore, any disruption in our third-party supply chain relationships, either due to their constraints or their respective decision to suspend materials delivery, would adversely affect our ability to make products and execute sales orders. We may not be able to recover from any disruption that lasts a significant period of time. |
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We sell to several large companies with considerable bargaining power, which may require us to agree to terms and conditions that could harm our business or ability to recognize revenues. |
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We face risks related to sales through independent sales representatives and distributors. |
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If we experience poor manufacturing yields, our operating results may suffer. |
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We are subject to inventory risks and costs because we build our products based on anticipated customer orders and forecasts often before receiving purchase orders for the products. |
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We operate in a very competitive industry and must continue to innovate. |
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Unfavorable changes in interest rates, pricing of certain precious metals, utility rates, and foreign currency exchange rates may adversely affect our financial condition, liquidity, and results of operations. |
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Failure to retain and recruit essential engineering, operations, sales/marketing, and administrative talent could negatively impact our business and financial results. |
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Litigation or legal proceedings could expose us to significant liabilities, occupy a considerable amount of our management’s time and attention, and damage our reputation. |
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We rely on our intellectual property and copyrighted designs. As a result, we may not be able to successfully protect against the use of our intellectual property by third parties. As a result, we may be subject to claims of infringement of third-party intellectual property rights. |
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We face risks from manufacturing and packaging our products by outside parties located in Taiwan, Singapore, the Philippines, and Malaysia. These risks may include quality failures, export and import complexities and disruptions, geopolitical issues, factory failures or closures, local or global laws violations, and sudden process manufacturing deviations. |
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Government regulation may adversely affect our business. Economic regulation in the People's Republic of China (the “PRC”) and other countries where we sell products could adversely impact our business and the results of operations. Changes in government trade policies, including the imposition of tariffs and export restrictions, have limited and could continue to limit our ability to sell or provide our products and other items to specific customers and suppliers, which may materially adversely affect our sales and results of operations. |
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Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer. |
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There is currently a limited market for our common stock, and there can be no assurance that a more liquid market will ever develop. Therefore, you may be unable to resell shares of our common stock at times, and prices that you believe are appropriate. |
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We do not intend to pay dividends for the foreseeable future, and, as a result, your ability to achieve a return on your investment will depend on the appreciation of the price of our common stock. |
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Our international operations subject us to additional risks that can adversely affect our business results of operations and financial condition. |
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Our revenues are dependent on our ability to maintain and expand existing customer relationships and our ability to attract new customers. |
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If we fail to increase market awareness of our brand and products, expand our sales and marketing operations, improve our sales execution, and increase our sales channels, our business could be harmed. |
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The market price and trading volume of our common stock may be volatile and could decline. |
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Our common stock is quoted on an OTC Markets Group trading platform, the OTCQX, instead of a national exchange or quotation system. Accordingly, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares. |
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We have issued shares of redeemable convertible preferred stock, and may in the future issue additional shares of preferred stock, with terms that could dilute the voting power or reduce the value of our common stock. |
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North Run (defined below) and its affiliates’ ownership may limit or preclude other stockholders’ ability to influence corporate matters. |
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Because we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms. |
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We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our common stock less attractive to investors. |
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We may face risks related to securities litigation that could result in significant legal expenses and settlement or damage awards. |
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Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management. |
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If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline. |
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The designation of our common stock as “penny stock” would limit the liquidity of our common stock. |
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FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. |
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Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall. |
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
Our future capital needs are uncertain and we may need to raise additional capital to fund our operations and support our business growth, and such capital may not be available on attractive terms, if at all.
Our cash balance stood at $8.0 million on December 31, 2024; and we have recorded a net loss of $10.8 million for the year ended December 31, 2024, or approximately $0.9 million per month. We expect losses and negative cash flows to continue in the near term, as our Company grows. While we believe that our existing cash and cash equivalents will be sufficient to fund operations for at least the next twelve months, we have based these estimates on assumptions that may prove to be wrong, and we could spend our available financial resources much faster than we currently expect and need to raise additional capital to fund our operations and support our business growth. However, equity and debt financing might not be available when needed or, if available, might not be available on terms satisfactory to us.
Furthermore, if we issue equity securities to raise additional capital, our existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of our existing stockholders. For example, in August 2024, we sold to shares of Series A convertible preferred stock (“Series A Preferred Stock”) and warrants to purchase shares of our common stock, that collectively represented approximately 49.7% of our total outstanding shares of common stock based on our shares outstanding as of December 31, 2024, assuming full conversion of the Series A Preferred Stock and full exercise of the warrants for cash. So long as NR-PRL Partners, LP ("North Run") and its affiliates collectively beneficially own at least 20% of the Conversion Shares underlying the preferred shares issued in 2024 (the “Buyer Ownership Condition”), we may not, without the consent of North Run: create, authorize, or issue shares of capital stock that are senior or pari passu to the Series A Preferred Stock; incur aggregate indebtedness for borrowed money (subject to certain exceptions) in excess of $10.0 million; change our line of business; or amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or bylaws in a manner that adversely affects the special rights, powers and preferences of the Series A Preferred Stock. In addition, for so long as the Buyer Ownership Condition is satisfied, the Company may not, without the consent of North Run, issue more than ten percent (10%) of its outstanding shares of common stock as of August 2, 2024 (subject to exceptions for stock plans and acquisitions). The Series A Preferred Stock ranks senior to the common stock as to distributions and payments upon the liquidation, dissolution and winding up of the Company, and holders of the Series A Preferred Stock will participate with the holders of the common stock on an as-converted basis to the extent any dividends are declared on common stock. Holders of Series A Preferred Stock are also entitled to redemption rights under certain circumstances. The redemption rights and liquidation preferences assigned to holders of the Series A Preferred Stock, and any other repurchase or redemption rights or liquidation preferences we may assign to holders of preferred stock in the future, could affect the residual value of the common stock.
Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to obtain adequate financing or financing on terms satisfactory to us in the future, our ability to continue as a going concern, to support our business growth, and to respond to business challenges could be significantly limited as we may have to delay, reduce the scope of, or eliminate some or all of our initiatives, which could harm our operating results. Ultimately, if we do not become profitable or secure additional financing in a timely manner, we will be unable to fund ongoing operations and pay our obligations as they become due, affecting our ability to continue as a going concern.
We have incurred significant losses in the past and will likely experience losses in the future.
We have incurred significant losses in the past and recorded a net loss of $10.8 million for the year ended December 31, 2024, and $16.0 million for the year ended December 31, 2023. As of December 31, 2024, we had an accumulated deficit of $53.8 million and $43.0 million at December 31, 2023. Our business and stock price may be adversely affected if we cannot make consistent progress toward future profitability.
Our ability to be profitable in the future depends upon continued demand for our products from existing and new customers. Furthermore, further adoption of our products depends upon our ability to improve the quality of our products. In addition, our profitability will be affected by, among other things, our ability to execute on our business strategy, the timing and size of customer orders, the pricing and costs of our products, competitive offerings, macroeconomic conditions affecting the semiconductor industry, and the extent to which we invest in sales and marketing, research and development, and general and administrative resources.
We have identified a material weakness in our internal control over financial reporting. We had previously identified other material weaknesses that have since been remediated. The outstanding material weakness, or a reoccurrence of those recently remediated material weaknesses, could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
As described elsewhere in this Annual Report, we have identified a material weakness in our internal control over financial reporting related to our accounting for and review for significant unusual transactions. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.
Any failure to maintain adequate internal control over financial reporting could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. We can give no assurance that the measures we have taken will remediate the outstanding material weakness, or will prevent any future material weaknesses, or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, our strengthened controls and procedures may not be adequate to prevent or identify irregularities or errors, which could affect the fair presentation of our consolidated financial statements.
Market and economic conditions may negatively impact our business, financial condition, and share price.
A general slowdown in the global economy or in a particular region or industry, other unfavorable changes in economic conditions, such as inflation, higher interest rates, tightening of the credit markets, recession or slowing growth, or an increase in trade tensions with U.S. trading partners could negatively impact our business, financial condition and liquidity. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.
We operate in the highly cyclical semiconductor industry, which is subject to significant downturns that may negatively impact our results of operations.
The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change and price erosion, evolving technical standards, short product life cycles (for semiconductors and for the end-user products in which they are used) and wide fluctuations in product supply and demand. From time to time, these and other factors, together with changes in general economic conditions, cause significant upturns and downturns in the industry in general and in our business in particular. Periods of industry downturns have been characterized by diminished demand for end-user products, high inventory levels, underutilization of manufacturing capacity, changes in revenue mix and accelerated erosion of average selling prices. We have experienced these conditions in our business in the past and may experience renewed, and possibly more severe and prolonged, downturns in the future as a result of such cyclical changes. This may reduce our results of operations. Current global macroeconomic conditions, including higher inflation and interest rates and uncertainty caused by the Russian-Ukraine war, Israel-Hamas war, sustained military action and conflict in the Red Sea, and trade tensions between the U.S., the PRC and other countries have led to weaker end-market demand and unstable supply chain. We continue to monitor these trends and uncertainties, and any decline in end-market demand and increase in inventory levels could negatively impact our financial condition and results of operations.
We base our planned operating expenses in part on our expectations of future revenue, and a significant portion of our expenses is relatively fixed in the short term. If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter.
We have a limited operating history upon which investors can evaluate our business and prospects.
We are an emerging commercial company that began commercial operations selling products in 2014. Since we base our expectations of potential customers and future demand for our products on only limited experience, it is difficult for our management and investors to forecast and evaluate our prospects and revenues accurately. Therefore, the proposed progression of our operations is subject to the risks inherent in light of the expenses, difficulties, complications, and delays frequently encountered in connection with the growth of any new business, as well as those risks that are specific to our Company in particular. The risks include but are not limited to our reliance on third parties to complete some processes for the manufacturing and packaging of our products and the possibility that we will not be able to achieve design wins with our products. In addition, to successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that the Company can successfully address these challenges. If unsuccessful, the Company and its business, financial condition, and operating results will be materially and adversely affected.
We may not generate sufficient cash to service our current or future debt or fund capital expenditures. As a result, we may be forced to take other actions to satisfy our debt obligations and financing requirements, which may not be successful or on terms favorable to us.
Our ability to make scheduled payments on, or to refinance, our current or future debt obligations and to fund working capital, planned expenditures and expansion efforts depends on our ability to achieve profitability or raise additional funds, and on our financial condition and operating performance. However, our financial condition and operating performance are subject to prevailing economic and competitive conditions and specific financial, business, and other factors beyond our control. As a result, we cannot ensure that we will maintain a level of cash flows from operating activities sufficient to permit us to pay our debt. For example, should our cash flows and capital resources be insufficient to fund our debt service obligations, we may face liquidity issues and be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital, or restructure or refinance our debt. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and other obligations.
Our operating results are substantially dependent on developing new products and achieving design wins. Therefore, our future revenues that fund our growth in operations, continuing product development, administrative costs, and sales and marketing efforts are highly dependent on winning slots for our new product offerings.
Our largest markets are characterized by high levels of competition from formidable market participants, and they are often much larger in size and have greater capacity than us. Therefore, to effectively compete in our markets, we must introduce new product solutions that satisfy customer demands for greater functionality and improved performance. However, it is possible that we may fail to provide such solutions in time for our end-user customers’ design cycles. In that case, we may experience a lack of growth that is central to our strategic plans or even suffer substantial decreases in our revenue by missing out on these design windows.
Our success depends on our ability to develop and introduce new products in a timely and cost-effective manner and secure production orders from our customers. The development of new products is a highly complex process, and we have experienced delays in completing the development and introduction of new products at times.
We participate in markets with a broad array of applications, which makes our ability to predict market requirements more challenging and consequently makes the definition and design of new products that address those requirements more difficult to ensure the future success of our business.
Our success at effective product development depends on several factors, including the following:
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our ability to design products that meet industry requirements, costs, and performance levels, including specific customer product requirements; |
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our ability to introduce new products that are competitive and that we can offer at competitive prices for the functionality and performance delivered; |
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our ability to recruit and retain qualified product design engineers; |
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our ability to supply products that are highly reliable and free of defects; |
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our ability to meet industry and customer product ramps; and, |
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the success of our customers’ products in the market, which, in turn, determines the demand for our chips. |
The industry and the markets in which we operate are highly competitive and subject to rapid technological change. Therefore, for our RF products to be competitive and achieve market acceptance, we need to keep pace with the rapid development of new process technologies.
The markets in which we compete are intensely competitive. We operate primarily in the industry that designs and produces semiconductor components for wireless communications and other wireless devices, which are subject to rapid changes in both product and process technologies based on demand and evolving industry standards. The markets for our products are characterized by:
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rapid changes in customer requirements; |
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frequent new product introductions and enhancements; |
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continuous demand for higher levels of integration, decreased size, and reduced power consumption; |
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fluctuating pricing; and, |
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evolving industry standards. |
Our R&D activity and resulting products could become obsolete or less competitive sooner than anticipated because of a faster-than-expected change in one or more of the above-noted factors. Therefore, for our products to be competitive and achieve market acceptance, we need to keep pace with the rapid development of new process technologies, which requires us to:
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respond effectively to technological advances through the timely introduction of new technologies and products; |
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successfully implement our strategies and execute our R&D plan in practice; and, |
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implement cost reductions in the manufacturing of our products. |
Many of our current and potential competitors have entrenched market positions and customer relationships, established patents, and other IP and substantial technological capabilities. Additionally, many of our competitors may have significant financial, technical, manufacturing, and marketing resources, which may allow them to implement new technologies and develop new products more quickly.
We are still developing many of our products, and they may not be accepted in the market or by significant customers.
Although we believe that our products provide advantages over existing MMIC products in the market, we cannot be sure that new products will achieve market acceptance.
The successful development and market acceptance of our MMIC products will be highly complex and will depend on the following principal competitive factors, including our ability to:
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comply with industry standards and effectively compete against current products; |
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differentiate our products from the offerings of our competitors by delivering MMICs that are higher in quality, reliability, and technical performance; |
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anticipate customer and market requirements, changes in technology and industry standards, and timely develop improved technologies that meet high levels of satisfaction among our potential customers; |
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maintain, grow and manage our internal teams to the extent we increase our operations and develop new segments of our business; |
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build and sustain successful collaborative, strategic, and other relationships with manufacturers, customers, and contractors; |
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protect, create or otherwise obtain adequate IP for our technology; and, |
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achieve strong financial, sales, marketing, technical and other resources necessary to develop, test, manufacture, and market our products. |
If we are unsuccessful in accomplishing these objectives, we may not compete successfully against current and potential competitors. As a result, the market may not accept our future MMIC products.
In addition, Tier 1 manufacturers may be less receptive to adopting solutions from smaller companies such as the Company due to their desire to limit the expansion of their approved vendor lists. The Company could also face pressure from competitors who can provide more lucrative bundling options due to the breadth of their overall portfolio.
We depend on a large distributor and several large customers in the automotive and wireless infrastructure market.
A substantial portion of our product revenue results from sales to large suppliers in the automotive industry, which requires special performance and reliability requirements and stringent volume delivery demands. In addition, we rely heavily on the wireless infrastructure market, which, similar to our automotive customers, requires we reliably meet high-volume delivery schedules. Therefore, our future operating results will be heavily affected by the success of large automotive and wireless infrastructure customers.
Our three largest end customers collectively accounted for approximately 43% and 45% of our revenue for 2024 and 2023, respectively. We often service end customers through our largest distributor, who will ship to and bill directly for product shipments. The concentration of billings to this distributor as a portion of our total revenues was 77% and 81% for fiscal years 2024 and 2023, respectively. It is possible that demand for their customers’ products decreases materially, which could negatively impact our financial results.
We depend heavily on third parties.
We partner with a limited number of external suppliers and rely on them to fulfill our customers’ orders. These third-party suppliers perform complex manufacturing processes, including die processing, packaging, and test, tape and reel. The semiconductor industry has experienced supply constraints for specific items.
If these third-party suppliers fail to deliver our products on time, we will be unable to satisfy our customers’ orders, which will negatively impact our financial results, cash flow, and our ability to fund further product development efforts.
Our key suppliers commit to being compliant with applicable ISO 9001 quality standards; however, should they experience quality and reliability issues, this may delay shipments to our customers and negatively affect our reputation directly with customers and our reputation in the market, which could negatively impact our financial results.
We sell to several large companies with considerable bargaining power, which may require us to agree to terms and conditions that could harm our business or ability to recognize revenues.
Large companies comprise a significant portion of our current and target customer base. These customers generally have greater purchasing power than smaller entities and, accordingly, often demand more favorable terms from suppliers, including us. As a result, as we seek to expand our sales to existing customers and acquire new customers, we may be required to agree to terms and conditions that are more favorable to our customers, and that may affect the timing of our ability to recognize revenue, increase our costs, and harm our business, financial condition, and results of operations. Failure to satisfy such onerous terms may result in litigation, damages, additional costs, market share loss, and reputation loss. Additionally, these large customers may require that we agree to most-favored customer or exclusivity provisions concerning specific products that restrict our ability to do business with other customers causing us to increasingly rely on such large customers.
We face risks related to sales through independent sales representatives and distributors.
We sell a significant portion of our products through third-party distributors. We depend on these distributors to help us create end-customer demand, provide technical support and other value-added services to customers, fill customer orders, and stock our products. As a result, a material change in our relationship with one or more of these distributors or their failure to perform as expected could negatively impact our financial results.
Our ability to add or replace distributors for some of our products may be limited because our end-customers may be hesitant to accept the addition or replacement of a distributor due to advantages in the incumbent distributors’ technical support and favorable business terms related to payments, discounts, and stocking of acceptable inventory levels.
Using third parties for sales representation and distribution exposes us to many risks, including competitive pressure, concentration, credit risk, and compliance risks. Other third parties may use one of our distributors or sales representatives to sell products that compete with our products. We may need to provide financial and other incentives, such as higher commission rates, to encourage them to prioritize the sale of our products. Our distributors may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and financial results. Violations of the FCPA or similar laws by our distributors or other third-party intermediaries could have a material impact on our business.
Failure to manage risks related to our use of distributors or other third-party intermediaries may reduce sales, increase expenses, and weaken our competitive position.
Business disruptions could harm our business and adversely affect our results of operations.
Our business could be disrupted by natural disasters, industrial accidents, cybersecurity incidents, telecommunications failures, power or water shortages, extreme weather conditions, public health issues, military actions, acts of terrorism, political or regulatory issues, and other man-made disasters or catastrophic events.
We carry commercial property damage and business interruption insurance against various risks, with limits we deem adequate, for reimbursement for damage to our fixed assets and the resulting disruption of our operations. However, this coverage likely would not wholly cover the negative impact on our business for any lengthy interruption, which could harm our Company in an unanticipated way and result in significant losses, a decline in revenue, and an increase in our costs and expenses. Disruptions from these events would likely require substantial recovery time and impact profits and cash flow in a significant manner. In addition, such business disruptions would adversely impact our relationships with our customers.
If our customers independently experience comparable business disruptions, they may reduce or cancel their orders, which may adversely affect our results of operations.
If we experience poor manufacturing yields, our operating results may suffer.
Our products are unique and fabricated using semiconductor process technologies that are highly complex. In some cases, we assemble our products in customized packages. Some of our products consist of multiple components in a single module and feature enhanced levels of integration and complexity. Our customers insist that we design our products to meet their same quality, performance, and reliability specifications. Our manufacturing yield is a combination of yields across the entire supply chain, including wafer fabrication, assembly, and test yields. Due to the complexity of our products, we periodically experience difficulties in achieving acceptable yields, particularly for new products.
Our end-user customers test our products once they assemble them into their products. The number of usable products that result from our subcontractor production process can fluctuate because of many factors, including:
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design errors; |
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defects in photomasks (which are used to print circuits on a wafer); |
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minute impurities and variations in materials used; |
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contamination of the manufacturing environment; |
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equipment failure or variations in the manufacturing processes; |
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losses from broken wafers or other human error; and, |
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defects in substrates and packaging. |
Although our supply chain partners and our engineering and quality groups constantly seek to improve our manufacturing yields, such efforts may encounter significant barriers to success resulting in less-than-optimal yields or losses that would directly impact profits and increase costs and lower cash flows. For example, costs of product defects and deviations from required specifications include the following:
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disposal of inventory or financial write-offs of inventory; |
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accepting returns of products; |
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providing product replacements at no charge; |
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reimbursement of direct and indirect costs incurred by our customers in recalling or reworking their products due to defects in our products; |
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travel and personnel costs to investigate potential product quality issues and to identify or confirm the failure mechanism or root cause of product defects; and, |
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defending against litigation. |
These issues could negatively impact our market position and reputation with customers, resulting in long-term harm to our business and financial results.
We are subject to inventory risks and costs because we build our products based on anticipated customer orders and forecasts often before receiving purchase orders for the products.
To ensure the availability of our products for some of our largest end-user customers, we start manufacturing certain products in advance of receiving purchase orders based on forecasts provided by these customers. However, these forecasts do not represent binding purchase commitments, and we do not recognize sales for these products until they are shipped to our customers. As a result, we incur significant inventory and manufacturing costs in advance of anticipated sales. Because demand for our products may not materialize or may be lower than expected, manufacturing based on forecasts subjects us to heightened risks of higher inventory carrying costs, increased obsolescence, and higher operating costs. In addition, if product demand decreases or we fail to forecast demand accurately, we could be required to write off inventory, which would negatively impact our gross margin and other operating results.
We operate in a very competitive industry and must continue to innovate.
We compete with several companies primarily to design, manufacture, and sell RF solutions and discrete integrated circuits and modules. Increased competition from any source could adversely affect our operating results through lower prices for our products, reduced demand for our products, losses of existing design slots with critical customers, and a corresponding reduction in our ability to recover development, engineering, and manufacturing costs.
Many of our existing and potential competitors have entrenched market positions, historical affiliations with OEMs, considerable internal manufacturing capacity, established IP rights, and substantial technological capabilities. The semiconductor industry has experienced increased industry consolidation over the last several years, a trend we expect to continue. Many of our existing and potential competitors may have more significant financial, technical, manufacturing, or marketing resources than we do. As a result, we cannot be sure that we will compete successfully with our competitors.
Unfavorable changes in interest rates, pricing of certain precious metals, utility rates, and foreign currency exchange rates may adversely affect our financial condition, liquidity, and results of operations.
Any of these macro conditions could negatively impact our supply chain partners and the industry as a whole, which could materially decrease our profits and cash flow.
To compete, we must attract, retain, and motivate key employees, and our failure to do so could harm our business and our results of operations.
We must hire and retain qualified employees, develop leaders for essential business functions, and train and motivate our employees. Our future operating results and success depend on keeping critical technical personnel and management and expanding our sales and marketing, R&D, finance, and administration personnel. We do not have employment agreements with the vast majority of our employees.
We must attract qualified personnel. The competition for qualified personnel is intense, especially considering the size of our organization, which must compete with much larger companies for top talent. The number of people with experience, particularly in RF engineering, software engineering, integrated circuit design, and technical marketing and support, is limited. In addition, existing or new immigration laws, policies, or regulations in the U.S. may limit the pool of available talent. Changes in the interpretation and application of employment-related laws to our workforce practices may also result in increased operating costs and less flexibility in meeting our changing workforce needs. As a result, we cannot be sure that we will be able to attract and retain skilled personnel in the future, which could harm our business and our results of operations.
Litigation or legal proceedings could expose us to significant liabilities, occupy a considerable amount of our management’s time and attention, and damage our reputation.
We may, from time to time, be a party to various litigation claims and legal proceedings. We will evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses. For example, our manufacturers’ failure to successfully manufacture products that conform to our design specifications and the U.S. Federal Communications Commission's ("FCC") strict regulatory requirements may lead to product defects and substantial costs to repair or replace these parts or materials, significantly impacting our ability to develop and implement our technology and improve our products’ performance. In addition, claims made or threatened by our suppliers, distributors, end-user customers, competitors, or current or former employees could adversely affect our relationships, damage our reputation, or otherwise adversely affect our business, financial condition, or results of operations. The costs associated with defending legal claims and paying damages could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful.
We may establish reserves as appropriate based upon assessments and estimates under our accounting policies in accordance with GAAP. We base our assessments, estimates, and disclosures on the information available to us at the time and rely on legal and management judgment. Actual outcomes or losses may differ materially from assessments and estimates. Actual settlements, verdicts, or resolutions of these claims or proceedings may negatively affect our business and financial performance. For example, a successful claim against us that is not covered by insurance or over our available insurance limits could require us to make significant damages payments and could materially adversely affect our financial condition, results of operations, and cash flows.
We may become subject to warranty claims, product recalls, and product liability claims that could materially and adversely affect our financial condition and results of operations.
We may become subject to warranty claims, product recalls, and product liability claims that could lead to significant expenses. In addition, although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, we may elect to self-insure concerning some issues, and our reserves may be inadequate to cover the uninsured portion of such claims.
Product liability insurance is subject to significant deductibles, and such insurance may be unavailable or inadequate to protect against all claims. If one of our end-user customers recalls a product containing one of our devices, we may incur material costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources, and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in some instances, may also have liquidated damages provisions relating to product quality issues. The potential liabilities associated with such provisions are significant, and in some cases, are included in agreements with some of our largest end customers. Any such liabilities may significantly exceed any revenue we receive from the sale of the relevant products. Costs, payments, or damages incurred or paid by us in connection with warranty and product liability claims and product recalls could materially and adversely affect our financial condition and the results of operations.
Impact of Product Demand on our Business
Our revenue, earnings, margins, and other operating results have fluctuated significantly and may fluctuate considerably in the future. If demand for our products weakens as a result of economic conditions or for other reasons, our revenue and profitability will be impacted. Our future operating results will depend on many factors, including business, political and macroeconomic changes such as trade restrictions and recession or slowing growth in the semiconductor industry and the overall global economy.
If demand for our products slows, our financial and operating results will be negatively impacted, thus impeding our ability to fund future product development efforts and, in extreme cases, negatively impacting our ability to finance normal operations without acquiring funds through credit or equity raises.
In addition, if our end customers experience spikes in demand far more than anticipated, our ability to respond effectively to such demand might be impacted. This type of demand surge could negatively impact cash flow (e.g., supply chain inventory requirements) in the short term and potential loss of credibility with the industry in the long term if we do not meet demands reasonably.
We are subject to high degrees of product demand variability. Even if we achieve a design win, our customers can delay or cancel a program without advanced warning, creating risk for inventory obsolescence, ineffective use of cash, and resources channeled to less-than-optimal business opportunities. The loss of a design win and failure to add new design wins to replace lost revenue and weakened customer demand would have a material adverse effect on our business, financial condition, and the results of operations.
We rely on our intellectual property portfolio and may not be able to successfully protect against the use of our intellectual property by third parties.
We rely on a combination of patents, trademarks, trade secret laws, confidentiality procedures, and licensing arrangements to protect our intellectual property rights. We cannot be sure that patents will be issued from any pending applications or that patents will be issued in all countries where we can sell our products. Further, we cannot be sure that any claims allowed from pending applications will be of sufficient scope or strength to provide meaningful protection against our competitors. Our competitors may also be able to design around our patents.
The laws of some countries in which we develop, manufacture, or sell our products may not protect our products or intellectual property rights to the same extent as U.S. laws. This risk increases the possibility of misappropriation or infringement of our technology and products. Although we intend to defend our intellectual property rights vigorously, we may not be able to prevent the misappropriation of our technology. Additionally, our competitors may independently develop non-infringing technologies that are substantially equivalent or superior to ours.
We may need to engage in legal actions to enforce or defend our intellectual property rights. Generally, intellectual property litigation is both expensive and unpredictable. Our involvement in intellectual property litigation could divert the attention of our management and technical personnel and have a material, adverse effect on our business.
We may be subject to claims of infringement of third-party intellectual property rights.
Our operating results may be adversely affected if third parties claim that our products infringed their patent, copyright, or other intellectual property rights. Such assertions could lead to expensive and unpredictable litigation, diverting the attention of management and technical personnel. An unsuccessful result in such litigation could adversely affect our business, including injunctions, exclusion orders, and royalty payments to third parties. In addition, if one of our customers or a supplier to one of our customers is found to have infringed on third-party intellectual property rights, such a finding could adversely affect the demand for our products.
If our products contribute to a data security breach, we may lose current or future customers, our reputation and business may be harmed, and we may incur liabilities.
Our end-user customers use our products in a wide variety of ways. Although we do not control security features surrounding the use of our products by our end-user customers, our end-user customers’ security measures may not detect or prevent hacker interceptions, break-ins, security breaches, the introduction of viruses or malicious code, such as “ransomware,” and other disruptions that may jeopardize the security of information transmitted through an electronic pathway using our products. In addition, cyber-attacks and other malicious Internet-based activity continue to increase generally. They may be directed at either the electronic transmission pathway within which our end-user customers use our products or even our own our corporate information technology software and infrastructure.
Because techniques used to obtain unauthorized access, exploit vulnerabilities, or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques, patch vulnerabilities, or implement adequate preventative measures as we research and develop our products. In addition, certain of our end-user customers may have a greater sensitivity to security defects or breaches in electronic pathways using our products. As a result, any actual or perceived security breach or theft of the business-critical data of one or more of our end-user customers, regardless of whether the breach is attributable to the electronic transmission through one of our products, may adversely affect the market’s perception of our products. There can be no assurance that limitation of liability, indemnification, or other protective provisions in our contracts would be applicable, enforceable, or adequate in connection with a security breach, or would otherwise protect us from any such liabilities or damages concerning any particular claim. We also cannot be sure that our existing general liability insurance coverage and coverage for errors or omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not deny coverage as to any future claim. As a result, one or more large claims may be asserted against us that exceed our available insurance coverage, or changes in our insurance policies may occur, including premium increases or the imposition of large deductible or co-insurance requirements.
Furthermore, a party that can circumvent security measures or exploit any vulnerabilities in end-user customer systems using our products could misappropriate our end-user customers’ proprietary or confidential information, cause an interruption in their operations, damage or misuse their computer systems, misuse any information that they misappropriate, cause termination of our sales with those end-user customers, subject us to notification and indemnity obligations, litigation, and regulatory investigation or governmental sanctions, cause us to lose existing customers, and harm our ability to attract future customers. Any such breach could cause harm to our reputation, business, financial condition, and results of operations, and we may incur significant liability. As a result, our business and financial position may be harmed.
Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer.
We rely on trade secrets, technical know-how, and other unpatented proprietary information relating to our product development and manufacturing activities to provide us with competitive advantages. We protect this information by entering into confidentiality agreements with our employees, consultants, strategic partners, and other third parties. We also design our computer systems and networks and implement various procedures to restrict unauthorized access to the dissemination of our proprietary information.
We face internal and external data security threats. For example, current, departing, or former employees or third parties could attempt to improperly use or access our computer systems and networks to copy, obtain, or misappropriate our proprietary information or otherwise interrupt our business. Like others, we are also subject to significant system or network disruptions from numerous causes, including computer viruses and other cyber-attacks, facility access issues, new system implementations, and energy blackouts.
Security breaches, computer malware, phishing, spoofing, and other cyber-attacks have become more prevalent and sophisticated in recent years. While we defend against these threats daily, we do not believe that such attacks have caused us any material damage to date. Because the techniques used by computer hackers and others to access or sabotage networks constantly evolve and generally are not recognized until launched against a target, we may be unable to anticipate, counter, or ameliorate all these techniques. As a result, our and our customers’ proprietary information may be misappropriated, and we cannot predict the impact of any future incident. Any loss of such information could harm our competitive position, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident, and divert management and other resources. We routinely implement improvements to our network security safeguards, and we are devoting increasing resources to the security of our information technology systems. However, we cannot assure you that such system improvements will be sufficient to prevent or limit damage from future cyber-attacks or network disruptions.
The costs related to cyber-attacks or other security threats, or computer systems disruptions typically would not be fully insured or indemnified by others. As a result, the occurrence of any of the events described above could result in the loss of competitive advantages derived from our R&D efforts or our IP. Moreover, these events may result in the early obsolescence of our products, product development delays, or diversion of the attention of management and critical information technology and other resources, or otherwise, adversely affect our internal operations and reputation or degrade our financial results and stock price.
Our sales have been concentrated in a small number of end-user customers.
Our revenues have been concentrated in a relatively small number of large end-user customers, and we have historically derived a significant percentage of our total product revenues from a few end-user customers. For fiscal years ended December 31, 2024, and 2023, our five largest end-user customers accounted for approximately 55% and 60% of our total product revenues, respectively. If one of our large end-user customers ceases or significantly reduces its product orders from us, or if we fail to generate additional product sales with these or similarly significant end-user customers, there could be a material adverse effect on our business, financial condition or results of operations.
We expect that we will continue to depend upon a relatively small number of end-user customers for a significant portion of our total revenues for the foreseeable future. Therefore, the loss of any of these end-user customers or industry sector groups of end-user customers for any reason or a change of relationship with any of our key end-user customers could cause a material decrease in our total revenues.
Additionally, mergers or consolidations among our end-user customers could reduce the number of our end-user customers and could adversely affect our revenues and sales. In particular, if our end-user customers are acquired by entities that are not also our end-user customers, that do not use our products or purchase products from one of our competitors, and choose to discontinue, reduce or change the volume of product purchases from us, our business and operating results could be materially and adversely affected.
We depend on many technology providers, and if we cannot source solutions from them, our business and operating results could be harmed.
Our product design and development processes incorporate multiple software components obtained from licensors on a non-exclusive basis. Our license agreements can be terminated for cause. In many cases, these license agreements specify a limited term and are only renewable beyond that term with the licensor’s consent. If a licensor terminates a license agreement for cause, objects to its renewal or conditions renewal on modified terms and conditions, we may be unable to obtain licenses for equivalent software components on reasonable terms and conditions, including licensing fees, warranties, or protection from infringement claims. In addition, some licensors may discontinue licensing their software to us or support the software version used in our product design and development processes. In such circumstances, we may need to redesign our processes with substantial cost and time investment to incorporate alternative software components or be subject to higher technology costs. Any of these circumstances could adversely affect the cost and efficiency of our product research and development.
We may not be able to keep pace with changes in technology or provide timely enhancements to our products.
The market for our products is characterized by rapid technological advancements, changes in customer requirements, frequent new product introductions and enhancements, and changing industry standards. To maintain our growth strategy, we must adapt and respond to our end-user customers’ technological advances and technological requirements. Our future success will depend on our ability to: enhance our current products; introduce new products to keep pace with products offered by our competitors; increase the performance of our internal systems, particularly our research and development systems that meet our end-user customers’ changing requirements; and adapt to technological advancements and changing industry and regulatory standards. We continue to make significant investments in the research and development of new products. If our products become outdated, it may negatively impact our ability to meet performance expectations related to quality, time to market, cost, and innovation relative to our competitors. In addition, the failure to achieve product performance requirements of our new and existing end-user customers and sustain good customer satisfaction may adversely impact our business and operating results.
Any failure to offer high-quality customer support for our products may adversely affect our relationships with our customers and harm our financial results.
Once our products are sold, our customers use our support organization to resolve technical issues relating to our products. In addition, we also believe that our success in selling our products is highly dependent on our business reputation and favorable recommendations from our existing customers. Therefore, any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, could harm our reputation, adversely affect our ability to maintain existing customers or sell our products to existing and prospective customers, and harm our business, operating results, and financial condition.
If we cannot attract and retain key personnel, our business could be harmed.
We must attract and retain highly qualified personnel to execute our business strategy. If any of our key employees were to leave, we could face substantial difficulty hiring qualified successors. We could experience a loss in productivity while any successor obtains the necessary training and experience. Although we have arrangements with some of our executive officers designed to promote retention, our employment relationships are generally at-will, and we have had key employees leave in the past. We cannot assure you that one or more key employees will not leave in the future. In particular, we compete with many other companies for semiconductor developers and other skilled engineering, marketing, sales, and operations professionals, and we may not be successful in attracting and retaining the professionals we need. We have, from time to time in the past, experienced, and we expect to continue to experience in the future, difficulty in hiring and difficulty in retaining highly skilled employees with appropriate qualifications. In particular, we have experienced a competitive hiring environment in the Greater Triad Area, where we are headquartered in North Carolina. Many of the companies with which we compete for experienced personnel have greater resources than we do. In addition, in making employment decisions, job candidates often consider the value of the equity incentives they are to receive in connection with their employment. If we and our third-party service providers experience difficulty recruiting and retaining qualified personnel, our business may be adversely affected. If the price of our stock declines or experiences significant volatility, our ability to attract or retain key employees will be adversely affected. We intend to continue to hire additional highly qualified personnel, including research and development and operational personnel. Still, we may not be able to attract, assimilate, or retain qualified personnel in the future. Any failure to attract, integrate, motivate, and retain these employees could harm our business.
Our revenues and operating results have fluctuated and are likely to continue to fluctuate, making our quarterly results difficult to predict, which may cause us to miss analyst expectations and may cause the price of our common stock to decline.
Our operating results have been and may continue to be difficult to predict, even in the near term, and are likely to fluctuate due to various factors, many of which are outside of our control.
Comparisons of our revenues and operating results on a period-to-period basis may not be meaningful. You should not rely on our past results to indicate our future performance. Each of the following factors, among others, could cause our operating results to fluctuate from quarter to quarter:
•the financial health of our customers;
•occurrence of technological advances and potential effects on our business and operations;
•market acceptance and adoption of our products;
•changes in the regulatory environment affecting our customers;
•our ability to expand our sales and marketing operations;
•our ability to successfully integrate any acquired businesses, technologies, or assets;
•the announcement of new significant contracts or customer relationships;
•the procurement cycles of our customers and the length of our sales cycles;
•changes in end-user customer integration of our products into their business needs;
•variations in the number of new customers booked in a prior quarter, but not delivered until later quarters;
•our mix of products and royalty revenues;
•new competitive product launches by our end-user customers that negatively impact sales or our sales cycle;
•pricing, including discounts by us or our competitors;
•our ability to successfully sell our products in a timely manner;
•our ability to forecast demand and manage lead times for the recruitment and training of required personnel;
•our ability to develop and introduce new products and features to existing products that achieve market acceptance;
•the announcement of a new product, which may cause sales cycles to lengthen;
•federal or state government shutdowns; and,
•future accounting pronouncements and changes in accounting policies.
If we fail to offer high-quality products and support for any of our products, our operating results and our ability to sell those products in the future will be harmed.
Our ability to sell our products depends on our product support team providing high-quality support. Once our products are integrated into an end-user customer’s planned use, the end-user customer typically depends on our product support team to help resolve technical issues, if they develop, and assist in optimizing the use of our products. If we do not effectively assist our end-user customers in integrating our products, succeed in helping our end-user customers quickly resolve technical and other post-integration issues, or provide effective ongoing support services, our ability to expand the use of our products within existing end-user customers and to sell our products to new customers will be harmed. If integration of our products is deemed unsatisfactory, we may incur significant costs to attain and sustain end-user customer satisfaction or, in extreme cases, our end-user customers may choose not to use our products. In addition, as we hire new engineering personnel, we may inadvertently hire underperforming people who will have to be replaced, or fail to effectively train such employees, leading in some instances to slower growth, additional costs, and poor customer relations.
As we continue to pursue opportunities for larger sales volumes that have greater technical complexity or involve the integration of our untested products, we may experience a more extended time for our products to be integrated. As a result, our product sales revenue may be delayed. Additionally, as we enter agreements with new and existing customers for larger and more complex sales, we have been, and may continue to be, required to agree to end-user customer acceptance and cancellation clauses. With acceptance clauses, delays may occur in obtaining end-user customer acceptance regardless of the quality of our products and may cause us to defer revenue recognition where such acceptance provisions are substantive in nature, or they may require us to incur additional costs to obtain such end-user customer acceptance. Cancellation clauses may result in a customer canceling an order for products, impacting our revenues.
Our sales cycles can be lengthy, and it is difficult for us to predict when or if sales will occur.
Our sales efforts are often targeted at larger end-user customers and distributors. As a result, we face higher costs, must devote greater sales support to individual customers, have longer sales cycles, and have less predictability in completing some of our sales. Also, sales to large end-user customers and distributors often require us to provide greater levels of education regarding the use and benefits of our products. Our sales cycle length could be 12 to 24 months, depending on the end-user customer’s industry base and economic factors beyond our control, as measured from the point of initial contact with a potential customer to the time a purchase order is signed.
We believe that our customers view the purchase of our products as a significant and strategic decision. As a result, customers carefully evaluate our products, often over long periods with various internal constituencies. In addition, the sales of our products may be subject to delays if the customer has lengthy internal budgeting, integration, and approval and evaluation processes. As a result, it is difficult to predict the timing of our future sales.
We depend on our management team and our key sales and development, and engineering personnel. The loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.
Our success depends on our executive officers’ expertise, efficacy, and continued services. We have, in the past, and may in the future, continue to experience changes in our executive management team resulting from the departure of executives or subsequent hiring of new executives, which may be disruptive to our business. Any changes in business strategies or leadership can create uncertainty, may negatively impact our ability to execute our business strategy quickly and effectively, and ultimately be unsuccessful. In addition, the impact of hiring new executives may not be immediately realized. We are also substantially dependent on the continued service of our existing research and development personnel because of their familiarity with the inherent complexities of our products.
Failure to adequately expand and train our direct sales force and distributors will impede our growth.
We rely almost exclusively on our direct sales force and distributors to sell our products. We believe that our future growth will depend significantly on the continued development of our direct sales force and distributor relationships and their ability to manage and retain our existing end-user customer base, expand the sales of our products to existing end-user customers, and obtain new end-user customers. Because our products are complex and often must interoperate with complex technological functionality, it can take longer for our sales personnel and distributors to become fully productive. Therefore, our ability to achieve significant growth in revenues in the future will depend, in large part, on our success in recruiting, training, and retaining a sufficient number of direct sales personnel and growing our distributor base. New hires require significant training and may, in some cases, take considerable time before becoming fully productive, if at all. If we are unable to hire and develop sufficient numbers of productive direct sales personnel, and if these sales personnel are unable to achieve full productivity, sales of our products will suffer, and our growth will be impeded.
If we fail to increase market awareness of our brand and products, expand our sales and marketing operations, improve our sales execution, and increase our sales channels, our business could be harmed.
We intend to continue to add personnel and resources in sales and marketing as we focus on expanding awareness of our brand and products and capitalize on sales opportunities with new and existing customers. Our efforts to improve sales of our products will increase our sales and marketing expenses and general and administrative expense, and these efforts may not be successful. Some newly hired sales and marketing personnel may become unproductive and have to be replaced, resulting in operational and sales delays and incremental costs. If we cannot significantly increase the awareness of our brand and products or effectively manage the costs associated with these efforts, our business, financial condition, and operating results could be harmed.
We must improve our sales execution to, among other things, increase the number of our sales opportunities and grow our revenues. We must enhance the market awareness of our products, expand our relationships with our distributor partners, and create new distributor partnerships to increase our revenues. Further, we must continue to develop our relationships with new and existing end-user customers and distributor partners and create additional sales opportunities to effectively and efficiently extend our geographic reach and market penetration. Our efforts to improve our sales execution could result in a material increase in our sales and marketing expenses and general and administrative expense. There can be no assurance that such efforts will be successful. Further, as we increase our efforts to target additional industry bases and leverage distributor partnerships to drive sales, we may be unable to tailor our sales efforts to these strategies. If we are unable to improve our sales execution significantly, increase the awareness of our products, create additional sales opportunities, expand our relationships with distributor partners, leverage our relationship with existing distributor partners, or effectively manage the costs associated with these efforts, our operating results and financial condition could be materially and adversely affected.
Our revenues are dependent on our ability to maintain and expand existing customer relationships and our ability to attract new customers.
The continued growth of our revenues depends partly on our ability to expand the use of our products by existing end-user customers and attract new customers. Our customers have no obligation to repeat purchases from us, and there can be no assurance that they will do so. We have had in the past, and may in the future, end-user customers discontinue using some of our products, which may impact such end-user customers’ decisions to continue to use any of our products.
If we cannot expand our end-user customers’ use of our products, maintain our repeat customer purchase rates and expand our customer base, our revenues may decline or fail to increase at historical growth rates, adversely affecting our business and operating results. In addition, if our customers experience dissatisfaction with our products in the future, we may find it more difficult to increase the use of our products within our existing end-user customer base, and it may be more difficult to attract new customers, or we may be required to grant credits or refunds, any of which could negatively impact our operating results and materially harm our business.
Our business is subject to the risks of earthquakes, fire, floods, and other natural catastrophic events and interruption by man-made problems such as power disruptions or terrorism.
Our corporate headquarters are located in the Greensboro, North Carolina area. Most of our third-party service providers are located in South Asia, a region known to suffer terrorism and natural disasters, including floods, typhoons, droughts, epidemics, or contagious diseases. A significant natural disaster, such as a fire or a flood, epidemic, or contagious disease, such as the COVID-19 pandemic, occurring at our headquarters or where our third-party service providers are located, could harm our business, operating results, and financial condition. In addition, acts of terrorism could cause disruptions in our business, the businesses of our customers and suppliers, or the economy as a whole. We also rely on information technology systems to communicate among our workforce, which is coordinated within our corporate headquarters in Greensboro, North Carolina. Any disruption to our internal communications, whether caused by a natural disaster, an epidemic or contagious disease, or by man-made problems, such as power disruptions, in the Greensboro, North Carolina area, Taiwan, Malaysia, Singapore, the Philippines, or where any of our customers are located could delay our research and development efforts, or cause delays or cancellations of customer orders.
Our use of open-source and non-commercial software components could impose risks and limitations on our ability to commercialize our products.
Our product development utilizes software modules licensed under open source and other types of non-commercial licenses. We also may incorporate open source and other licensed software into our product development in the future. However, the use and distribution of such software may entail more significant risks than third-party commercial software, as licenses of these types generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, some of these licenses require the release of our proprietary source code to the public if we combine our proprietary product development software with open-source software in certain manners. This could allow competitors to create similar products with lower development effort and time and ultimately lose sales for us.
The terms of many open sources and other non-commercial licenses have not been judicially interpreted, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. In such event, to continue offering our products, we could be required to seek licenses from alternative licensors, which may not be available on a commercially reasonable basis or at all, to re-engineer our products or to discontinue the sale of our products in the event we cannot obtain a license or re-engineer our products on a timely basis, any of which could harm our business and operating results. In addition, if an owner of licensed software were to allege that we had not complied with the conditions of the corresponding license agreement, we could incur significant legal costs defending ourselves against such allegations. If such claims were successful, we could be subject to substantial damages, be required to disclose our source code, or be enjoined from the distribution of our products.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
GAAP is subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported operating results and financial condition and could affect the reporting of transactions already completed before the announcement of a change.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, and other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenues and expenses that are not readily apparent from other sources. Significant estimates and judgments involve derivatives and warrant liabilities and the valuation of equity financing. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.
Relations between the PRC and Taiwan could negatively affect our business and financial status and, therefore, the market value of your investment.
Taiwan has a unique international political status. The PRC does not recognize the sovereignty of Taiwan. Although significant economic and cultural relations have been established in recent years between Taiwan and the PRC, relations have often been strained. The government of the PRC has threatened to use military force to gain control over Taiwan in limited circumstances. A substantial portion of our manufacturing and packaging providers are located in Taiwan, and a material amount of our revenues are derived from the sales of our products manufactured and packaged in Taiwan. Therefore, factors affecting military, political, or economic conditions in Taiwan could have a material adverse effect on our results of operations.
A significant disruption in the operations of our manufacturing and packaging service providers in Taiwan, such as a trade war or political unrest, could materially adversely affect our business, financial condition, and the results of operations.
Any disruption in the operations of our service providers in Taiwan or in their ability to meet our needs, whether as a result of a natural disaster or other causes, could impair our ability to operate our business on a day-to-day basis. Furthermore, since many of these third parties are located outside the U.S., we are exposed to the possibility of disruption and increased costs in the event of changes in the policies of the U.S. or foreign governments, political unrest, or unstable economic conditions in any of the countries where we conduct such activities. For example, a trade war could lead to higher tariffs. Any of these matters could materially and adversely affect our product sales and shipment timelines, business, and financial condition.
Risks Related to Regulatory Requirements
Government regulation may adversely affect our business.
The effects of regulation may materially and adversely impact our business. For example, the FCC’s regulatory policies relating to radio frequency emissions, consumer protection laws of the U.S. Federal Trade Commission, product safety regulatory activities of the U.S. Consumer Products Safety Commission, and environmental regulatory actions of the U.S. Environmental Protection Agency could impede sales of our products in the United States. In addition, our customers and we are also subject to various import and export laws and regulations. Should we fail to comply with these regulations, we may be unable to produce and deliver these products to specific customers, and we may become subject to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions.
Our business is also increasingly subject to complex foreign and U.S. laws and regulations, including but not limited to anti-corruption laws, such as the FCPA and equivalent laws in other jurisdictions, antitrust or competition laws, and data privacy laws, among others. In addition, foreign governments may impose tariffs, duties, and other import restrictions on components we obtain from non-domestic suppliers and export restrictions on products that we sell internationally. These tariffs, duties, or restrictions could materially and adversely affect our business, financial condition, and the results of operations.
New or revised environmental rules and regulations or other social initiatives could also impact our product or manufacturing standards. Those rules, or similar rules adopted in other jurisdictions, could adversely affect our costs, the availability of minerals used in our products, and our relationships with customers and suppliers.
We may incur substantial expenses related to regulatory requirements, and any regulatory compliance failure could cause our business to suffer.
The wireless communications industry is subject to ongoing regulatory obligations and reviews. Maintaining compliance with these requirements may result in significant additional expense to us, and any failure to maintain such compliance could cause our business to suffer.
Noncompliance with applicable regulations or requirements could also subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions. An adverse outcome in such litigation could require paying contractual damages, compensatory damages, punitive damages, attorneys’ fees, and other costs. These enforcement actions could harm our business, financial condition, and the results of operations. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition, and results of operations could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and increased professional fees.
We are subject to risks from international sales and operations.
We operate globally with sales personnel in multiple countries, and some of our business activities are concentrated in Asia. As a result, we are subject to regulatory, geopolitical, and other risks associated with doing business outside the U.S., including:
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global and local economic, social and political conditions and uncertainty; |
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currency controls and fluctuations; |
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formal or informal imposition of export, import or doing-business regulations, including trade sanctions, tariffs, and other related restrictions; |
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labor market conditions and workers’ rights affecting our manufacturing operations or those of our customers or suppliers; |
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disruptions in capital and securities and commodities trading markets; |
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occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, which may disrupt manufacturing, assembly, logistics, security, and communications and result in reduced demand for our products; |
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compliance with laws and regulations that differ among jurisdictions, including those covering taxes, intellectual property ownership and infringement, imports and exports, anti-corruption and anti-bribery, antitrust and competition, data privacy, and environment, health, and safety; and, |
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pandemics and similar major health concerns, including COVID-19, could adversely affect our business and customer order patterns. |
Sales to customers located outside the U.S. accounted for approximately 18% of our revenue in 2024. We expect that revenue from international sales will continue to be a material part of our total revenue. Any weakness in these economies could decrease demand for products that contain our products, which could materially and adversely affect our business. The imposition by the U.S. of tariffs on goods imported from the PRC and other countries, countermeasures imposed by the PRC and other countries in response, U.S. export restrictions on sales of products to the PRC, and other government actions that restrict or otherwise adversely affect our ability to sell our products to customers in the PRC may have a material impact on our business, including our ability to sell products and to manufacture or source components.
As a company with material sales outside of the U.S., our results may be affected by movements in currency exchange rates as we grow our sales network. In addition, our exposure may increase or decrease over time as our foreign business levels fluctuate in the countries where we may have sales or operations. These changes could have a material impact on our financial results. The functional currency for our current operations and international sales is the U.S. dollar; however, that may expand to other currencies as we grow.
Economic regulation in the PRC and other countries where we sell products could adversely impact our business and the results of operations.
A significant portion of our potential customer base is located in the PRC and other countries outside of the U.S. For many years, the Chinese economy has experienced periods of rapid growth and wide fluctuations in inflation. In response to these factors, the Chinese government has, from time to time, adopted measures to regulate growth and contain inflation, including currency controls and measures designed to restrict credit, control prices, or set currency exchange rates. Such actions in the future, as well as other changes in Chinese or other non-U.S. laws and regulations, including efforts in furtherance of reducing dependence on foreign semiconductor manufacturers, could increase the cost of doing business in other countries, foster the emergence of foreign competitors, decrease the demand for our products in those countries, or reduce the supply of necessary materials for our products, which could have a material adverse effect on our business and results of operations.
Changes in government trade policies, including the imposition of tariffs and export restrictions, have limited and could continue to limit our ability to sell or provide our products and other items to specific end-user customers, which may materially adversely affect our sales and the results of operations.
The U.S. and foreign governments have taken and may continue to take administrative, legislative, or regulatory action that could materially interfere with our ability to export, re-export, and transfer products and other items in certain countries, particularly in the PRC. For example, the imposition of tariffs has not had a direct, material adverse impact on our business; however, the direct and indirect effects of tariffs and other restrictive trade actions are difficult to measure and are only one part of economic and trade policy.
Furthermore, we have experienced and may continue to experience restrictions on our ability to export, re-export, and transfer our products and other items to specific foreign customers and suppliers where exports, re-exports, or transfers of products require export licenses or are prohibited by government action.
Even if such restrictions are lifted, any financial or other penalties or continuing export restrictions imposed on our customers could have a continuing negative impact on our future revenue and results of operations. In addition, other foreign end-user customers or suppliers affected by future U.S. government sanctions or threats of sanctions may respond by developing new solutions to replace our products or by adopting our foreign competitors’ solutions.
The recent imposition of additional tariffs by the U.S. government on a number of countries in 2025, and threat of trade wars against foreign countries/regions have created even more uncertainties in international trade which may affect our business. We cannot predict what further actions may ultimately be taken concerning tariffs or other trade measures between the U.S. and the PRC or other countries, what products or entities may be subject to such actions, or what steps may be taken by other countries in response.
The imposition of tariffs could increase costs of the end-user products we supply that we may not be able to pass on to our customers, which could in turn cause a decrease in the sales of our products and materially and adversely affect our business and results of operations. The loss of foreign customers or suppliers or the imposition of restrictions on our ability to sell or transfer products to such customers or suppliers due to tariffs, export restrictions, or other U.S. regulatory actions could materially and adversely affect our sales and business and the results of operations.
Due to the unknown evolution of sanctions and export controls targeting the PRC and its ability to purchase and manufacture certain semiconductor chips, our business could be adversely affected.
On October 7, 2022, the U.S. Department of Commerce’s Bureau of Industry and Security ("BIS") announced a series of regulations – issued as an interim final rule – amending the Export Administration Regulations to enhance export controls on a range of goods, software, and technology and restrict the PRC’s ability to purchase and manufacture advanced computing chips. The regulations imposed new controls on items relating to advanced computer and semiconductor manufacturing capabilities, broadened end-use restrictions, expanded the scope of foreign-produced items subject to licensing requirements, and added to Entity List prohibitions. We do not anticipate these regulations will have a material effect on our financial condition or operations. The production of our high-performance MMICs is not reliant on any manufacturing in the PRC, or, to our knowledge, on any companies that are owned by the PRC or Chinese investors. In 2024, we received only 1% of all our sales from customers located within the PRC. RF semiconductors, such as what we design and produce, are not currently covered under the BIS restrictions. We have taken steps to ensure our export control processes and controls observe enacted and evolving export sanctions imposed upon the PRC and all restricted entities that have been identified by the United States government. Nevertheless, if we inadvertently make any product sales or shipments to any sanctioned entities, such non-compliance may have a material effect on our financial condition or operations.
We may be subject to theft, loss, or misuse of personal data by or about our employees, customers, or other third parties, which could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.
In the ordinary course of our business, we have access to sensitive, confidential, or personal data or information regarding our employees and others that is subject to privacy and security laws and regulations. Therefore, the theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business, or by our third-party service providers, including business process software applications providers and other vendors that have access to sensitive data, could result in damage to our reputation, disruption of our business activities, significantly increased business and security costs or costs related to defending legal claims.
Global and domestic privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. For example, the European Union adopted the General Data Protection Regulation (“GDPR”), which requires companies to comply with rules regarding the handling of personal data, including its use, protection, and the ability of persons whose data is stored to correct or delete such data about themselves. Failure to meet GDPR requirements could result in penalties of up to 4% of worldwide revenue. In addition, the interpretation and application of consumer and data protection laws in the U.S., Europe, and elsewhere are often uncertain and fluid and may be interpreted and applied in a manner that is inconsistent with our data practices. As a result, complying with these changing laws has caused, and could continue to cause, us to incur substantial costs, which could harm our business and the results of operations. Further, failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged non-compliant activity. Finally, even our inadvertent failure to comply with federal, State, or international privacy-related or data protection laws and regulations could result in audits, regulatory inquiries, or proceedings against us by governmental entities or others.
The semiconductor industry is heavily regulated. Therefore, any material changes in the political, economic, or regulatory semiconductor environment that affect the purchasing business or the purchasing practices and operations of organizations that utilize semiconductor industry products, or that lead to consolidation in our end-user customer industries, could require us to modify our products available to customers for purchase.
Our ability to grow will depend upon the economic environment of our end-user customer industries and our ability to increase the number of products that we sell to our customers. Our end-user customer industry bases often have different regulatory requirements, and they are subject to changing political, economic, and regulatory influences. As a result, changes in regulations affecting our end-user customers could require us to make unplanned modifications to our products, result in delays or cancellations of orders, or reduce demand for our products.
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
The market price and trading volume of our common stock may be volatile and could decline.
The market price and trading volume of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to meet our growth projections and expectations, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our business and the business of others in our industry. In addition, the stock market itself is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons related and unrelated to their operating performance and could have the same effect on our common stock. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
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the realization of any of the risk factors presented in this Annual Report; |
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actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity, or financial condition; |
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additions and departures of key personnel; |
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failure to comply with the requirements of the OTC Markets Group, or following our potential up listing on Nasdaq or another national securities exchange; |
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failure to comply with the Sarbanes-Oxley Act or other laws or regulations; |
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changes to electronic communication and transmission laws governing the semiconductor industry; |
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future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our common stock; |
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publication of research reports about us, or the semiconductor industry generally; |
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the performance and market valuations of other similar companies; |
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broad disruptions in the financial markets, including sudden disruptions in the credit markets; |
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speculation in the press or investment community; |
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actual, potential or perceived control, accounting or reporting problems; and, |
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changes in accounting principles, policies and guidelines. |
In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.
Our common stock is quoted on an OTC Markets Group trading platform, the OTCQX, instead of a national exchange or quotation system. Accordingly, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares.
Our common stock is currently quoted on an OTC Markets Group trading platform, the OTCQX, under the ticker symbol “GUER.” The OTC Markets Group is a regulated quotation service that displays real-time quotes, last sale prices, and volume limitations in over-the-counter securities. Trading in shares quoted on an OTC Markets Group trading platform is often thin and characterized by volatility in trading prices. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. As a result, there may be wide fluctuations in the market price of the shares of our common stock for reasons unrelated to operating performance, and this volatility, when it occurs, may have a negative effect on the market price for our securities. Moreover, the OTC Markets Group is not a stock exchange, and trading of securities on one of its trading platforms is often more sporadic than the trading of securities listed on a national quotation system or stock exchange. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.
We have issued shares of redeemable convertible preferred stock, and may in the future issue additional shares of preferred stock, with terms that could dilute the voting power or reduce the value of our common stock.
We are authorized to issue, without the approval of our stockholders, one or more series of preferred stock having such designation, powers, privileges, preferences, including preferences over our common stock respecting dividends and distributions, terms of redemption and relative participation, optional, or other rights, if any, of the shares of each such series of preferred stock and any qualifications, limitations or restrictions thereof, as our board of directors may determine. The terms of one or more series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of our common stock.
In August 2024, we issued an aggregate of 22,000 shares of a newly established series of preferred stock designated as “Series A Convertible Preferred Stock, par value $0.0001 per share,” which have a stated value of $1,000 per share and are convertible into shares of common stock. Holders of shares of Series A Preferred Stock are entitled to vote on an as-converted basis with holders of shares of common stock. In addition, so long as North Run and its affiliates collectively beneficially own at least 20% of the Conversion Shares underlying the preferred shares issued in 2024, we may not, without the consent of North Run: create, authorize, or issue shares of capital stock that are senior or pari passu to the Series A Preferred Stock; incur aggregate indebtedness for borrowed money (subject to certain exceptions) in excess of $10.0 million; change our line of business; or amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or bylaws in a manner that adversely affects the special rights, powers and preferences of the Series A Preferred Stock.
The Series A Preferred Stock ranks senior to the common stock as to distributions and payments upon the liquidation, dissolution and winding up of the Company, and holders of Series A Preferred Stock will participate with the holders of the common stock on an as-converted basis to the extent any dividends are declared on common stock. Holders of Series A Preferred Stock are also entitled to redemption rights under certain circumstances. The redemption rights and liquidation preferences assigned to holders of the Series A Preferred Stock, and any other repurchase or redemption rights or liquidation preferences we may assign to holders of preferred stock in the future, could affect the residual value of the common stock.
North Run and its affiliates’ ownership may limit or preclude other stockholders’ ability to influence corporate matters.
North Run and its affiliates held 41.3% of the voting power of our capital stock based on shares outstanding as of December 31, 2024. In addition, North Run may acquire additional shares of common stock and voting power upon exercise of their warrants. For as long as North Run and its affiliates hold a significant amount of our Series A Preferred Stock and common stock, they will be able to exert significant control over us. This concentrated control may limit or preclude other stockholders’ ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that stockholders may believe are in their best interest. North Run and its affiliates may also determine to sell substantial amounts of our securities in one or more transactions, including to one or several private parties in negotiated transactions. In that case, those buyers may subsequently be able to exert significant control over us.
Because we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.
Because we did not become a reporting company by conducting an underwritten initial public offering of our common stock, and because we are not listed on a national securities exchange, security analysts of brokerage firms may not provide coverage of our Company. In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting company by means of an underwritten initial public offering, because they may be less familiar with our Company as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development. The failure to receive research coverage or support in the market for our shares could have an adverse effect on our ability to develop a liquid market for our common stock.
We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups ("JOBS") Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including:
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not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; |
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reduced disclosure obligations regarding executive compensation in our periodic reports and Annual Report on Form 10-K; and, |
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exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
We could be an emerging growth company for up to five years. Our status as an emerging growth company will end as soon as any of the following takes place:
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the last day of the fiscal year in which we have more than $1.235 billion in annual revenues; |
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the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; |
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the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or, |
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the last day of the fiscal year ending after the fifth anniversary of the completion of the first sale of our equity securities pursuant to a registration statement under the Securities Act. |
We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a “smaller reporting company” even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.
We may face risks related to securities litigation that could result in significant legal expenses and settlement or damage awards.
We may in the future become subject to claims and litigation alleging violations of the securities laws or other related claims, which could harm our business and require us to incur significant costs. Significant litigation costs could impact our ability to comply with certain financial covenants under our credit agreement. We are generally obliged, to the extent permitted by law, to indemnify our current and former directors and officers who are named as defendants in these types of lawsuits. Regardless of the outcome, litigation may require significant attention from management and could result in significant legal expenses, settlement costs, or damage awards that could have a material impact on our financial position, results of operations, and cash flows.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
Our certificate of incorporation and our bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by current members of our Board of Directors or take other corporate actions, including effecting changes in our management. These provisions:
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establish a classified board of directors so that not all members of our board are elected at one time; |
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permit only the board of directors to establish the number of directors and fill vacancies on the board; |
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provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; |
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require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws; |
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authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan; |
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eliminate the ability of our stockholders to call special meetings of stockholders; |
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; |
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prohibit cumulative voting; and, |
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establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. |
In addition, our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law ("DGCL"), our certificate of incorporation, or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and State courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our restated bylaws will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (“Federal Forum Provision”). Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal courts or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. While neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder also must be brought in federal court. Thus, our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.
In addition, Section 203 of the DGCL may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.
If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline.
Our stock price and trading volume can be heavily influenced by the way analysts and investors interpret our financial information and other disclosures. Securities and industry analysts do not currently, and may never, publish research on our business. If few securities or industry analysts commence coverage of us, our stock price could be negatively affected. If securities or industry analysts downgrade our common stock or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock.
The designation of our common stock as “penny stock” would limit the liquidity of our common stock.
Our common stock may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act). Generally, a “penny stock” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stock in start-up companies is among the riskiest equity investments. Broker-dealers who sell penny stock must provide purchasers with a standardized risk disclosure document prepared by the SEC. The document provides information about penny stock and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. If our common stock is deemed “penny stock”, because of penny stock rules, there may be less trading activity and stockholders are likely to have difficulty selling their shares.
We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.
Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. Any future determination about the payment of dividends will be made at the discretion of our Board of Directors and will depend upon our earnings, if any, capital requirements, operating and financial conditions, contractual restrictions, including any loan or debt financing agreements, and on such other factors as our Board of Directors deems relevant. In addition, we may enter into agreements in the future that could contain restrictions on payments of cash dividends. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The Financial Industry Regulatory Authority ("FINRA") has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.
Additional capital may be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel, commercializing our products, and continuing activities as a public company. To the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell common stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities, or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights superior to our existing shareholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Risk Management and Strategy
We recognize the paramount importance of cybersecurity in preserving the integrity, confidentiality, and availability of our systems, data, and operations. Our cybersecurity program is designed to identify, assess, monitor, and manage material risks from cybersecurity threats. We have developed a comprehensive approach based on recognized frameworks including the National Institute of Standards and Technology (NIST) Cybersecurity Framework and industry best practices.
Our cybersecurity program employs a defense-in-depth strategy that implements multiple layers of controls to protect our digital assets:
| ● | Advanced endpoint protection solutions |
| ● | Next-generation firewalls and intrusion detection/prevention systems |
| ● | Data loss prevention tools and encryption for sensitive data |
| ● | Multi-factor authentication for all critical systems and applications |
| ● | Regular vulnerability scanning and penetration testing |
| ● | Continuous monitoring of our network and systems |
We conduct regular risk assessments of our infrastructure, applications, and processes to identify vulnerabilities and implement appropriate controls. These assessments incorporate:
| ● | Identification of reasonably foreseeable internal and external threats |
| ● | Assessment of the likelihood and potential impact of identified threats |
| ● | Evaluation of the sufficiency of policies, procedures, and technical measures to manage risks |
| ● | Regular testing and auditing of our security controls |
All employees undergo mandatory security awareness training upon hiring and annually thereafter. This training covers best practices, emerging threats such as phishing and social engineering, and incident response procedures. We also conduct regular phishing simulation exercises to reinforce training and identify areas for improvement.
Industry Engagement and Staying Current
We maintain current with evolving cybersecurity threats, technologies, and best practices through:
| ● | Active participation in industry-specific information sharing organizations |
| ● | Membership in cybersecurity forums and communities |
| ● | Strategic partnerships with third-party security providers who maintain current certifications and specialize in emerging threat detection and response |
| ● | Subscription to threat intelligence services that provide real-time updates on evolving threats |
| ● | Regular review and incorporation of updated guidance from organizations such as CISA, NIST, and industry regulatory bodies |
| ● | Engagement with cybersecurity thought leaders and experts through conferences and professional development |
| ● | Regular assessments of our security program against industry benchmarks and frameworks to identify improvement opportunities |
Third-Party Risk Management
Our -party risk management program is integrated into our overall cybersecurity strategy. We recognize the significant challenges posed by the need to govern -party service providers and vendors, and have implemented robust processes to oversee and manage these risks:
| ● | Security assessments of all third-party providers proportional to the risks present, before or soon after engagement, and periodically thereafter |
| ● | Contractual requirements for security and privacy protections |
| ● | Continuous monitoring of critical third-party services |
| ● | Incident response coordination with key vendors |
| ● | Regular audits of third-party security controls for those handling sensitive data |
Before sharing or allowing the hosting of sensitive data in computing environments managed by third parties, we conduct thorough information security assessments. All third parties with access to our information systems must review and acknowledge our acceptable use policy before access is granted.
Incident Response and Business Continuity
We maintain a formal incident response plan with clearly defined roles, responsibilities, and procedures for:
| ● | Identifying a cybersecurity incident |
| ● | Assessing its nature and scope |
| ● | Minimizing and containing the impact |
| ● | Investigating the root cause |
| ● | Communication and reporting to stakeholders |
| ● | Recovering and restoring affected systems |
Our incident response procedures include escalation protocols to notify appropriate members of senior and executive management, the Board, and regulatory authorities in a timely manner based on the criticality of the cybersecurity incident. We conduct regular tabletop exercises and simulations to test the effectiveness of our response capabilities.
We also maintain business continuity and disaster recovery plans to ensure operational resilience in the event of a significant cybersecurity incident. These plans are regularly tested and updated based on lessons learned from exercises and actual incidents.
Cybersecurity Governance and Personnel
The Audit Committee of our Board of Directors provides oversight of our cybersecurity program. The committee receives annual briefings from IT management on:
| ● | The state of our cybersecurity program |
| ● | Significant security incidents and their resolution |
| ● | Results of security assessments and audits |
| ● | Progress on security initiatives and investments |
Primary responsibility for assessing, monitoring, and managing our cybersecurity risks rests with our Senior Vice-President of IT, who has over 20 years of experience in information technology and cybersecurity, including a Bachelor of Science degree. Our SVP of IT reports directly to our Chief Executive Officer on a monthly basis and is responsible for updates to the Audit Committee regarding our cybersecurity posture and initiatives.
Our IT department includes staff members who hold certifications in security, networking, and systems administration. This team of qualified professionals works collaboratively to implement and maintain our comprehensive cybersecurity program. Their specialized expertise is supplemented by strategic partnerships with third-party security providers who hold additional industry-recognized certifications such as CISSP, CISM, CEH, and CompTIA Security+.
Our IT team is responsible for:
| ● | Developing and implementing security policies and procedures |
| ● | Monitoring and responding to security threats |
| ● | Coordinating security awareness training |
| ● | Managing incident response |
| ● | Providing regular reports to senior management and the Audit Committee |
In the event of a material cybersecurity incident, our SVP of IT is responsible for promptly reporting to the CEO and the Audit Committee. A special meeting of the Audit Committee or full Board may be convened as necessary to address significant cybersecurity matters.
Material Incidents
As of December 31, 2024, we have not experienced any cybersecurity incidents that have materially affected our operations, business strategy, financial condition, or financial results. Our management has assessed known cybersecurity incidents for potential materiality and disclosure using formal documented processes.
While we have implemented extensive measures to fortify our defenses against cyber threats, it is important to acknowledge that the cybersecurity landscape is constantly evolving, with threat actors employing increasingly sophisticated tactics. Despite our best efforts, we cannot guarantee that our systems will be completely immune to cyber attacks. We remain vigilant in our efforts to protect our systems and data and continue to invest in our cybersecurity program to address emerging threats.
Our corporate headquarters are located in Greensboro, NC, where we lease in excess of 50,000 square feet. We moved into and took possession of our new corporate headquarters building in the first quarter of 2023. The lease term is 10 years and two months.
We are not a party to any material pending legal proceedings. We may become involved in lawsuits and legal proceedings that arise in the ordinary course of business from time to time.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION AND HOLDERS OF RECORD
Our common stock is quoted on the OTCQX, an OTC Markets Group platform, under the trading symbol "GUER".
As of March 24, 2025, we had approximately 211 stockholders of record.
DIVIDEND POLICY
We currently intend to retain future earnings, if any, to maintain and expand our operations. We have never declared or paid cash dividends on our common stock, and we do not intend to pay any cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors in light of conditions then-existing, including factors such as our results of operations, financial condition, and requirements, business conditions, and covenants under any applicable contractual arrangements.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
No repurchases of any shares of the Company's common stock were made by the Company or any affiliated purchasers in 2024.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Equity Compensation Plan Information
The following table presents information as of December 31, 2024 with respect to compensation plans under which shares of our common stock may be issued.
| Number of |
|||||||||||||
| securities |
|||||||||||||
| remaining |
|||||||||||||
| available for |
|||||||||||||
| Number of |
future issuance |
||||||||||||
| securities |
under equity |
||||||||||||
| to be issued |
Weighted |
compensation |
|||||||||||
| upon exercise of |
average exercise |
plans (excluding |
|||||||||||
| outstanding |
price of |
securities |
|||||||||||
| securities |
outstanding |
reflected in |
|||||||||||
| Plan Category |
(#) |
options ($) |
column(a)) (#) |
||||||||||
| (a) |
(b) |
(c) |
|||||||||||
| Equity compensation plans approved by security holders(1) |
923,509 | 4.54 | 305,370 | (2) |
|||||||||
| Equity compensation plans not approved by security holders |
— | — | — | ||||||||||
| Total |
923,509 | 4.54 | 305,370 | ||||||||||
| (1) | The 2014 Long Term Stock Incentive Plan (the “2014 Plan”) and the 2021 Equity Incentive Plan (the “2021 Plan”). |
| (2) |
As of December 31, 2024, a total of 267,050 shares of our common stock are reserved for issuance pursuant to outstanding stock options under the 2014 Plan. No additional awards may be granted under our 2014 Plan. As of December 31, 2024, we have reserved 961,829 shares of common stock under our 2021 Plan, plus any shares of common stock reserved for issuance pursuant to stock options awarded under the 2014 Plan that expire or become unexercisable, i.e., such shares will generally become available for future awards under our 2021 Plan. In addition, the number of shares reserved for issuance under our 2021 Plan increased automatically by 5% of issued and outstanding shares of common stock on January 1, 2025 to 1,473,853 and, unless the 2021 Plan is amended or terminated, will continue to automatically increase annually on January 1 through January 1, 2030 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of common stock as of the immediately preceding December 31, or such number as is determined by our Board of Directors. |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Annual Report. You should review the disclosure under the heading “Risk Factors” in this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Guerrilla RF is a fabless semiconductor company based in Greensboro, N.C. 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, Guerrilla RF 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 possesses in-house design, applications, sales, and customer support functions as a fabless semiconductor company. We outsource the manufacture and production of our MMIC products to subcontractors, providing access to multiple semiconductor process technologies. Guerrilla RF’s primary external wafer foundries are located in Taiwan and Singapore, and our primary assembly and test suppliers are located in Malaysia and the Philippines.
● Revenue for fiscal year 2024 increased by 33.4% compared to fiscal year 2023, driven by the acquisition of new customers, the launch of new product programs, and increased market share in our core markets. Catalog, Wireless Infrastructure, Wireless Audio, and SatCom all posted solid gains, while Automotive experienced a temporary decline due to a key customer’s delayed initiative. Despite this delay, our automotive product line remained a significant contributor, with significant order volume OEM customers and from major electronics suppliers to OEM component manufacturers. Our ongoing market‐diversification strategy continued to boost revenue, with notable sales increases in repeaters, wireless audio, and SatCom.
● Gross profit for fiscal year 2024 was 63.7% of revenues as compared to 57.1% for fiscal year 2023. Although the Company has continued to experience supply chain price increases, we have mitigated these cost pressures by carefully shifting our product mix toward higher-margin offerings. Product contribution margins rose from 70.5% in 2023 to 74.8% in 2024. Product contribution margins were partially offset by higher overhead costs, on a comparative period basis, which increased due to headcount additions in our Quality group, as well as increased facility costs.
● Operating loss was $8.8 million for 2024 as compared to $12.9 million for 2023. This decrease in operating loss was due to higher revenue, while our operating expenses remained relatively flat, with expenses in our engineering and research and development areas decreasing $0.6 million or 6% year over year. Sales and marketing expenses increased, rising $0.6 million to $6.3 million or 10% over the prior year period. Administration costs experienced a small increase of $49 thousand or 1% over the prior year period.
● Basic net loss per share was $1.12 and $2.25 for fiscal year 2024 and 2023, respectively.
● Purchases of property, plant and equipment were $0.4 million for fiscal year 2024 and $0.1 million for the fiscal year 2023. The majority of capital expenditures for 2024 are related to capital additions for the Company's laboratory equipment and related facilities.
As a relatively young company in its early stages of market penetration and customer acquisition, we have historically sought funding to support our operations and our research and development efforts, in furtherance of new product introductions, market share increases, and participation in new markets. On March 28, 2024, we completed a private placement offering of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On August 5, 2024, we completed a $22 million private placement offering, raising net cash proceeds of approximately $21.6 million, after deduction of expenses. We project these funds will be adequate to fund the business for the rest of this fiscal year and beyond. However, we may seek additional funding from capital and debt markets to support new product development efforts, take advantage of business opportunities, and expand our sales and marketing capabilities and reach.
New Headquarters and Design Center Capital
In the first quarter of 2023, we moved into a new headquarters building in Greensboro, NC to support our growing employee base and research and development and customer support laboratory space requirements. The new facility incorporates over 50,000 square feet of office and clean laboratory space, and replaced our former headquarters (also in Greensboro) of approximately 10,000 square feet of space.
Distributor and Sales Networks
We work with global distributors and sales representatives to promote and expand our sales force. Guerrilla RF leverages these ongoing business partnerships for long-term sales and market strategies. In 2022, we expanded our sales representative network in North America, Korea, Japan, and the PRC. Currently, we work with three large electronic component distributors and over 19 sales representative organizations worldwide.
Key Metrics (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.
| Year Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| Key Metrics |
||||||||
| Number of products released |
32 | 12 | ||||||
| Number of total products |
163 | 131 | ||||||
| Number of products with lifetime revenue exceeding $100 thousand |
73 | 62 | ||||||
| Product backlog (in millions) |
$ | 5.44 | $ | 5.96 | ||||
Number of products released: The total quantity of distinct new products released into production (products that have completed design, quality, and supply chain readiness) for the period.
Number of total products: The cumulative number of production-released products since Guerrilla RF's 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. 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.
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 direct product costs 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 direct product costs in the future.
Operating Expenses
Operating expenses consist primarily of research and development expenses, 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 decrease in the near term as the Company continues to focus on expense reduction. Over the longer term we expect general and administrative expenses to grow in absolute dollars as our business grows, but we expect general and administrative expenses to decrease as a percentage of revenues in the coming years.
Research and development 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 percentage of revenues, R&D expenses are expected 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 moderately in absolute dollars, but as a percentage of revenues, sales and marketing expenses are expected to decrease.
Administrative expenses consist primarily of employee compensation costs related to executive management of the Company, financial management, human resources and information technology. In addition, administrative expenses include business and liability insurance, audit and legal fees as well as consulting and advising fees. Currently the Company is focused on limiting the growth of administrative expenses and expect such expenses to decline moderately in the coming year.
Interest Expense
Interest expense consists primarily of the interest incurred on our debt obligations, our factoring arrangement expenses, the non-cash interest expense associated with the amortization of shares of common stock issued to certain debtholders as debt discount and debtholders that have a bifurcated conversion feature related to certain convertible notes payable, and lease expense related to our capital leases.
Change in Fair Value of Derivative Liabilities
Change in fair value of derivative liabilities is fully attributable to the call and put options features of the convertible notes for the years ended December 31, 2024 and December 31, 2023.
Other Income (Expenses)
Other income (expense) for the years ended December 31, 2023 and 2024 was immaterial in each period (no more than $281 thousand). Included in other income (expense) were small transactions related to foreign currency transactions and recognition of a county economic development grant.
The following table summarizes the results of our operations for the periods presented:
| Year Ended December 31, |
||||||||
| 2024 |
2023 |
|||||||
| Revenues |
$ | 20,115,900 | $ | 15,078,316 | ||||
| Direct product costs |
7,302,192 | 6,473,477 | ||||||
| Gross profit |
12,813,708 | 8,604,839 | ||||||
| Operating expenses: |
||||||||
| Research and development |
9,707,128 | 10,282,635 | ||||||
| Sales and marketing |
6,251,254 | 5,677,141 | ||||||
| General and administrative |
5,618,389 | 5,569,654 | ||||||
| Total operating expenses |
21,576,771 | 21,529,430 | ||||||
| Operating loss |
(8,763,063 | ) | (12,924,591 | ) | ||||
| Other income (expenses): |
||||||||
| Interest income |
163,735 | — | ||||||
| Interest expense |
(3,267,653 | ) | (2,904,454 | ) | ||||
| Loss on debt extinguishment |
(1,523,221 | ) | — | |||||
| Change in fair value of derivative liabilities |
158,000 | (142,200 | ) | |||||
| Change in fair value of warrant liabilities |
2,198,051 | — | ||||||
| Other income |
281,113 | 4,951 | ||||||
| Total other expenses, net |
(1,989,975 | ) | (3,041,703 | ) | ||||
| Net loss |
$ | (10,753,038 | ) | $ | (15,966,294 | ) | ||
Comparison for the years ended December 31, 2024 and 2023:
| Year Ended December 31, |
||||||||||||||||
| 2024 |
2023 |
$ Change |
% Change |
|||||||||||||
| Revenues |
$ | 20,115,900 | $ | 15,078,316 | $ | 5,037,584 | 33 | % | ||||||||
Revenues increased by $5.0 million to $20.1 million for the year ended December 31, 2024, compared to $15.1 million for the year ended December 31, 2023. This growth was primarily driven by increased product sales in our wireless infrastructure and catalog segments. Our product offerings and customer base both expanded during the year, reflecting our ongoing sales strategy of enhancing existing relationships and acquiring new customers through targeted marketing activities. Meanwhile, royalty and non‐recurring revenue declined by 99%, from $400 thousand in 2023 to $2 thousand in 2024, underscoring its reduced significance in our overall revenue plan.
We generate revenue from customers located within and outside the U.S. While we have several large customers, we define major customers as those responsible for more than 10% of Guerrilla RF’s annual product shipment revenue. Using this definition, Guerrilla RF had one major customer, Richardson RFPD, Inc. ("RFPD"), during the years ended December 31, 2024, and December 31, 2023. RFPD, a large product distributor serving numerous end customers, generated 77% and 81% of product shipment revenue for the years ended December 31, 2024 and 2023.
Our existing product sales increased from $11.2 million for the year ended December 31, 2023 to $17.0 million for the year ended December 31, 2024, or 74% and 84% of total product sales, respectively. We continued to develop and sell new products into our markets, however new product sales fell from $3.6 million for the year ended December 31, 2023 to $3.1 million for the year ended December 31, 2024, or 24% and 15% of total product sales, respectively, primarily due to the delays related to a new product program.
International shipments amounted to $4.0 million (approximately 20% of total product revenue) and $2.3 million (approximately 16% of total product revenue) for the years ended December 31, 2024, and December 31, 2023, respectively.
Direct Product Costs and Gross Profit
| Year Ended December 31, |
||||||||||||||||
| 2024 |
2023 |
$ Change |
% Change |
|||||||||||||
| Direct product costs |
$ | 7,302,192 | $ | 6,473,477 | $ | 828,715 | 13 | % | ||||||||
| Gross profit |
$ | 12,813,708 | $ | 8,604,839 | $ | 4,208,869 | 49 | % | ||||||||
Direct product costs increased $0.8 million to $7.3 million for the year ended December 31, 2024, compared to $6.5 million for the year ended December 31, 2023. The 13% increase in direct product costs was driven by increased product sales of 37% (excluding royalty and non-recurring revenue). This increase was also impacted to a lesser extent by an increase in fixed overhead costs (Quality staffing and related costs) of $0.1 million. Year-over-year gross profit increase was due to a sales volume increase of 37% combined with improved product contribution margins from product mix changes between 2023 and 2024, as sales from one of our higher margin categories (5G Infrastructure) grew disproportionately compared to other sales, reflecting a year over year increase of 360%.
Research and Development Expenses
| Year Ended December 31, |
||||||||||||||||
| 2024 |
2023 |
$ Change |
% Change |
|||||||||||||
| Research and development |
$ | 9,707,128 | $ | 10,282,635 | $ | (575,507 | ) | 6 | % | |||||||
Research and development expenses decreased $0.6 million to $9.7 million for the year ended December 31, 2024, compared to $10.3 million for the year ended December 31, 2023. R&D spending decreased as prototype mask sets related to new product development declined, driven in part by reduced efforts on silicon development. Lab, facility and information technology support decreased $0.6 million due to expense reduction efforts. This was offset by wages increasing $0.2 million primarily due to executive bonuses being paid for 2024, whereas there were no comparable bonuses in 2023.
Sales and Marketing Expenses
| Year Ended December 31, |
||||||||||||||||
| 2024 |
2023 |
$ Change |
% Change |
|||||||||||||
| Sales and marketing |
$ | 6,251,254 | $ | 5,677,141 | $ | 574,113 | 10 | % | ||||||||
Sales and marketing expenses increased $0.6 million to $6.3 million for the year ended December 31, 2024, compared to $5.7 million for the year ended December 31, 2023. The 10% increase year over year was driven primarily by increases in wages and benefits of $0.7 million, including sales representative commissions. Driving cost increases in this category were executive bonuses of $0.1 million in 2024, with no comparable bonuses in 2023, increased share-based compensation of $0.2 million, and headcount related increases for the United Kingdom and European sales team of $0.2 million. In addition, sales representative commissions increased almost $0.2 million driven by significant increases in sales volumes in 2024 compared to 2023. Lastly, facility and information support costs declined by $0.1 million from the previous year due to cost-cutting efforts.
General and Administrative Expenses
| Year Ended December 31, |
||||||||||||||||
| 2024 |
2023 |
$ Change |
% Change |
|||||||||||||
| General and administrative expenses |
$ | 5,618,389 | $ | 5,569,654 | $ | 48,735 | 1 | % | ||||||||
General and administrative expenses were $5.6 million for the years ended December 31, 2024, and 2023. There was a decrease of $0.8 million in wages and benefits resulting from reductions in headcount. In addition, software costs fell by $0.4 million as a result of cost-cutting efforts. These decreases were offset by increases in non-income taxes of $0.3 million and professional fees of $0.2 million. Increases of $0.7 million in general expenses, which included facilities costs, office supplies and expenses, and general information technology support, including cyber security, resulted in a net increase overall in general and administrative costs of less than $0.1 million.
Other Income (Expenses)
| Year Ended December 31, |
||||||||||||||||
| 2024 |
2023 |
$ Change |
% Change |
|||||||||||||
| Interest income |
$ | 163,735 | $ | — | $ | 163,735 | 0 | % | ||||||||
| Interest expense |
$ | (3,267,653 | ) | $ | (2,904,454 | ) | $ | (363,199 | ) | 13 | % | |||||
| Loss on debt extinguishment |
$ | (1,523,221 | ) | $ | — | $ | (1,523,221 | ) | 0 | % | ||||||
| Change in fair value of derivative liabilities |
$ | 158,000 | $ | (142,200 | ) | $ | 300,200 | (211 | )% | |||||||
| Change in fair value of warrant liabilities |
$ | 2,198,051 | $ | — | $ | 2,198,051 | 0 | % | ||||||||
| Other income |
$ | 281,113 | $ | 4,951 | $ | 276,162 | 5578 | % | ||||||||
| Total other income (expenses), net |
$ | (1,989,975 | ) | $ | (3,041,703 | ) | $ | 1,051,728 | (35 | )% | ||||||
Other expense decreased approximately $1.1 million to $2.0 million for the year ended December 31, 2024, compared to $3.0 million for the year ended December 31, 2023. The decrease was largely attributable to a change in warrant liabilities of $2.2 million, which was driven by a significant decrease in the Company’s share price, which was a key determinant in the value of those warrant liabilities. Offsetting this gain was a loss of $1.5 million on the loss on debt extinguishment. Following the significant funding event in the third quarter of 2024, the Company repaid a significant amount of an existing loan facility (“Salem Loan Facility”) with Salem Investment Partners V, Limited Partnership (“Salem”), resulting in the write-off of unamortized costs associated with that debt that was being amortized over 5 years.
In addition, the Company had smaller contributors to other income including $0.2 million in interest income earned on funds deposited in a money market account which it did not have in 2023, and a change in its derivative liabilities, reflecting an decrease in fair value of $0.2 million.
Finally, an increase in interest expense, as a result of higher levels of debt during the first three quarters of 2024 compared to 2023 of $0.3 million was counteracted by a $0.3 million of other income driven by a grant that was received during 2024.
Liquidity and Capital Resources
Our primary source of liquidity has been cash raised from private placements and debt financing. As of December 31, 2024, we had cash resources of $8.0 million. We also have a loan facility for up to $3.75 million (referred to as the Spectrum Loan Facility, described in Note 5 to our consolidated financial statements) with Spectrum Commercial Services Company, L.L.C. (“Spectrum”). On March 28, 2024 we completed a private placement offering of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On August 5, 2024, we completed a $22 million private placement offering, raising net cash proceeds of approximately $21.6 million, after deduction of expenses. As of December 31, 2024, we had drawn down $0.6 million under the Spectrum Loan Facility and had an outstanding balance of $4.5 million under the Salem Loan Facility. The Company believes that its existing cash and cash equivalents following this raise will provide sufficient resources to support operations through the rest of this fiscal year and beyond. However, we may seek additional funding opportunities if management believes such funds can be successfully invested in business opportunities for the Company.
As described in Note 1 to our consolidated financial statements, we have incurred recurring losses and negative cash flows from operations since inception and have an accumulated deficit at December 31, 2024 of $53.8 million. We expect losses and negative cash flows to continue in the near term, primarily due to continued investment in research and development, sales and marketing efforts, and increased administration expenses as our Company grows. We plan to continue to invest in the implementation of our long-term strategic plan and we anticipate that we will continue to narrow cash burn from historical levels. so that cash reserves will provide the necessary working capital to conclude the Company is a going concern.
The following table summarizes our sources and uses of cash for each of the periods presented.
Cash (used in) provided by:
| Year Ended December 31, |
||||||||
| 2024 |
2023 |
|||||||
| Operating activities |
$ | (6,653,784 | ) | $ | (13,454,990 | ) | ||
| Investing activities |
(752,180 | ) | (101,714 | ) | ||||
| Financing activities |
14,599,296 | 9,997,615 | ||||||
| Net increase (decrease) in cash |
$ | 7,193,332 | $ | (3,559,089 | ) | |||
Operating Activities
Cash used in operating activities was $6.7 million and $13.5 million for the years ended December 31, 2024 and 2023, respectively. Cash used in operating activities for the year ended December 31, 2024 principally resulted from our net loss of $10.8 million, with uses offset by $1.7 million in share-based compensation, non-cash depreciation and amortization of $1.5 million, accretion of notes payable of $1.3 million, non-cash interest expense related to debt refinancing of $0.4 million, as well as a change in inventory allowance of $0.2 million, and further adjusted by an aggregate gain of $2.3 million on the change in fair value of derivative and warrant liabilities. There was also $0.1 million provided from the decrease of prepaid expenses, an increase of accounts receivable of $0.2 million, and an increase in operating lease liability of $0.4 million. In addition, there was a $0.5 million increase in inventories.
Cash used in operating activities for the year ended December 31, 2023, principally resulted from our net loss of $16.0 million, with uses offset by non-cash depreciation and amortization of $1.6 million, non-cash interest expense related to debt refinancing of $0.4 million, accretion of notes payable of $1.1 million as well as $1.3 million in share-based compensation. There was also $1.0 million provided from the decrease of prepaid expenses, an increase of accounts receivable of $1.0 million, and a decrease in operating lease expense of $0.1 million. In addition, there was a $2.2 million decrease in accounts payable and accrued expenses and a $0.1 million decrease in inventory.
Investing Activities
Cash used in investing activities was $0.8 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. Cash used in investing activities resulted from capital expenditures on property and equipment for all periods presented, and additional capital expenditures in 2024 for the purchase of intangible assets.
Financing Activities
Cash provided by financing activities during the year ended December 31, 2024, of $14.6 million was principally attributable to $8.3 million in net payments related to the Spectrum Loan Facility and Salem Loan more than offset by total net proceeds from equity financing of $24.6 million. Principal payments on capital leases reduced total cash provided by financing by $1.0 million.
Contractual Obligations and Commitments
The following summarizes our significant contractual obligations as of December 31, 2024.
| Payments due by period |
||||||||||||||||||||
| Total |
Less than 1 year |
1 – 3 years |
4 – 5 years |
More than 5 years |
||||||||||||||||
| Purchase order obligations |
$ | 459,112 | $ | 459,112 | $ | — | $ | — | $ | — | ||||||||||
| Short-term notes |
500,000 | 500,000 | ||||||||||||||||||
| Long-term notes |
4,000,000 | — | 4,000,000 | — | — | |||||||||||||||
| Long-term debt |
440,879 | — | 440,879 | — | — | |||||||||||||||
| Short-term debt |
828,492 | 828,492 | — | — | — | |||||||||||||||
| Operating lease obligations |
6,305,794 | 669,001 | 1,086,093 | 1,367,264 | 3,183,436 | |||||||||||||||
| Finance lease obligations |
1,495,889 | 667,718 | 769,199 | 58,972 | — | |||||||||||||||
| Total |
$ | 14,030,166 | $ | 3,124,323 | $ | 6,296,171 | $ | 1,426,235 | $ | 3,183,436 | ||||||||||
Off-Balance Sheet Arrangements
As of December 31, 2024 and 2023, 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 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 involve derivatives 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, the Critical Accounting Policies and Significant Judgments and Estimates included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on March 29, 2024, have not materially changed.
We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the policies we think are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Liquidity and Going Concern
In accordance with Financial Accounting Standards Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has historically financed its activities through a combination of commercial loans and the proceeds of debt and equity issuances. The consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
The Company has incurred substantial negative cash flows from operations in nearly every fiscal period since inception. For the years ended December 31, 2024 and 2023, the Company incurred a net loss of $10.8 million and $16.0 million, respectively. For the years ended December 31, 2024 and 2023, the Company used $6.7 million and $13.5 million in cash to fund operations, respectively. As a result, the Company had an accumulated deficit of $53.8 million as of December 31, 2024. The Company's cash and working capital as of December 31, 2024 was $8.0 million and $6.3 million, respectively. We expect losses and negative cash flows to continue in the near term, primarily due to continued investment in research and development, sales and marketing efforts, and increased administration expenses as our Company grows. The Company plans to continue to invest in the implementation of its long-term strategic plan and anticipates that it will continue to narrow cash burn from historical levels.
Our primary source of liquidity has been from cash raised from private placements and debt financing. We also have a loan facility for up to $3.75 million with a specialty lender (referred to as the Spectrum Loan Facility, described in Note 5 to our consolidated financial statements). On March 28, 2024 we completed a private placement offering of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On August 5, 2024, we completed a $22 million private placement offering, raising net cash proceeds of approximately $21.6 million, after deduction of expenses. Additionally, on August 2, 2024, the Company initiated the amendment of the a loan facility (referred to as the Salem Loan Facility, described in Note 5) to (i) reduce the outstanding principal balance from $12.0 million to $4.5 million, (ii) extend the maturity date from January 31, 2026 to December 31, 2028, and (iii) reduce the interest rate from 14% (comprising 3% payment-in-kind (deferred) and 11% cash) to 12% cash. The amendment was effective on August 5, 2024 after the principal balance was reduced from $12.0 million to $4.5 million by using a portion of the proceeds from the private placement offering in August 2024. As a result, the Company believes that its existing cash and cash equivalents will provide sufficient resources to fund operations for at least the next twelve months after the issuance date of these financial statements.
Fair Value of Financial Instruments
We measure 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 our financial instruments, such as cash, accounts receivable, and accounts payable approximate fair values due to the short-term nature of these instruments. We have valued certain warrants as Level 3 warrant liabilities and carried at their fair value computed using a Monte-Carlo simulation. The Monte Carlo simulation considered assumptions including the number of trials, warrant dilution, bid price estimates and multiple VWAP amounts for the cashless conversions of the North Run Warrants. Additionally, other key assumptions used in the Monte-Carlo simulation include the risk-free rate, the expected term of the warrants, expected stock price volatility, expected dividends and management’s assumption that the probability of a fundamental transaction occurring is de minimis.
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 of our consolidated financial statements. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Recently Issued Accounting Pronouncements
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 audited consolidated financial statements appearing elsewhere in this Annual Report.
ITEM 7A. 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 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Guerrilla RF, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page |
|
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |
|
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors, and Audit Committee of Guerrilla RF, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Guerrilla RF, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Forvis Mazars, LLP
We have served as the Company’s auditor since 2021.
Raleigh, NC
March 27, 2025
Consolidated Balance Sheets
December 31, 2024 and 2023
| December 31, 2024 | December 31, 2023 | |||||||
| Assets | ||||||||
| Cash | $ | 7,974,650 | $ | 781,318 | ||||
| Accounts receivable, net | 2,232,696 | 2,079,111 | ||||||
| Inventories, net | 1,838,370 | 1,533,592 | ||||||
| Prepaid expenses | 450,293 | 458,313 | ||||||
| Total Current Assets | 12,496,009 | 4,852,334 | ||||||
| Prepaid expenses and other | 123,185 | - | ||||||
| Intangible assets, net | 346,547 | - | ||||||
| Operating lease right-of-use assets | 9,465,427 | 10,500,620 | ||||||
| Property, plant, and equipment, net | 2,493,355 | 3,659,084 | ||||||
| Total Assets | $ | 24,924,523 | $ | 19,012,038 | ||||
| Liabilities, Redeemable Preferred Stock and Stockholders' Deficit | ||||||||
| Accounts payable and accrued expenses | $ | 2,040,862 | $ | 2,099,537 | ||||
| Short-term debt | 828,492 | 1,628,667 | ||||||
| Derivative liabilities | - | 158,000 | ||||||
| Warrant liabilities | 1,495,516 | - | ||||||
| Operating lease liability, current portion | 669,001 | 745,969 | ||||||
| Finance lease liability, current portion | 667,718 | 978,543 | ||||||
| Convertible notes | - | 78,905 | ||||||
| Convertible notes - related parties | - | 700,189 | ||||||
| Notes payable, current portion, net | 500,000 | 10,948,668 | ||||||
| Total Current Liabilities | 6,201,589 | 17,338,478 | ||||||
| Long-term debt | 440,879 | 698,600 | ||||||
| Operating lease liability | 5,636,793 | 6,176,508 | ||||||
| Finance lease liability | 828,171 | 1,593,979 | ||||||
| Notes payable | 4,000,000 | - | ||||||
| Total Liabilities | 17,107,432 | 25,807,565 | ||||||
| Commitments and Contingencies | ||||||||
| Series A convertible preferred stock, $ par value, shares authorized, and shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | 20,033,555 | - | ||||||
| Stockholders' Deficit | ||||||||
| Undesignated preferred stock, $ par value, shares authorized, shares issued and outstanding as of December 31, 2024 and 2023 | - | - | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of December 31, 2024 and 2023, respectively | 1,024 | 789 | ||||||
| Additional paid-in capital | 41,575,012 | 36,243,146 | ||||||
| Accumulated deficit | (53,792,500 | ) | (43,039,462 | ) | ||||
| Total Stockholders' Deficit | (12,216,464 | ) | (6,795,527 | ) | ||||
| Total Liabilities, Convertible Preferred Stock and Stockholders' Deficit | $ | 24,924,523 | $ | 19,012,038 | ||||
Consolidated Statements of Operations
For the Years Ended December 31, 2024 and 2023
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Product | $ | 20,113,523 | $ | 14,683,492 | ||||
| Royalties and non-recurring engineering | 2,377 | 394,824 | ||||||
| Total Revenue | 20,115,900 | 15,078,316 | ||||||
| Direct product costs | 7,302,192 | 6,473,477 | ||||||
| Gross Profit | 12,813,708 | 8,604,839 | ||||||
| Operating Expenses: | ||||||||
| Research and development | 9,707,128 | 10,282,635 | ||||||
| Sales and marketing | 6,251,254 | 5,677,141 | ||||||
| General and administrative | 5,618,389 | 5,569,654 | ||||||
| Total Operating Expenses | 21,576,771 | 21,529,430 | ||||||
| Operating Loss | (8,763,063 | ) | (12,924,591 | ) | ||||
| Interest income | 163,735 | - | ||||||
| Interest expense | (3,267,653 | ) | (2,904,454 | ) | ||||
| Loss on debt extinguishment | (1,523,221 | ) | - | |||||
| Change in fair value of derivative liabilities | 158,000 | (142,200 | ) | |||||
| Change in fair value of warrant liabilities | 2,198,051 | - | ||||||
| Other income | 281,113 | 4,951 | ||||||
| Total Other Expenses, net | (1,989,975 | ) | (3,041,703 | ) | ||||
| Net Loss | $ | (10,753,038 | ) | $ | (15,966,294 | ) | ||
| Net loss per share - basic and diluted | $ | (1.12 | ) | $ | (2.25 | ) | ||
| Weighted average common shares outstanding - basic and diluted | 9,600,548 | 7,105,880 | ||||||
Consolidated Statements of Change in Stockholders' Equity (Deficit)
For the Years Ended December 31, 2024 and 2023
| Preferred Stock | Common Stock | Additional Paid-In-Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | ||||||||||||||||
| December 31, 2022 | $ | - | $ | 621 | $ | 29,427,440 | $ | (27,073,168 | ) | $ | 2,354,893 | |||||||||
| Net loss | - | - | - | (15,966,294 | ) | (15,966,294 | ) | |||||||||||||
| Net settled RSUs | - | - | (4,320 | ) | - | (4,320 | ) | |||||||||||||
| Shares issued for prepaid services | - | 1 | 99,999 | - | 100,000 | |||||||||||||||
| Equity financing, net of issuance costs | - | 160 | 5,440,498 | - | 5,440,658 | |||||||||||||||
| Share-based compensation | - | 7 | 1,279,529 | - | 1,279,536 | |||||||||||||||
| December 31, 2023 | - | 789 | 36,243,146 | (43,039,462 | ) | (6,795,527 | ) | |||||||||||||
| Net loss | - | - | - | (10,753,038 | ) | (10,753,038 | ) | |||||||||||||
| Net settled RSUs | - | - | (51,432 | ) | - | (51,432 | ) | |||||||||||||
| Equity financing, net of issuance costs | - | 207 | 5,813,679 | - | 5,813,886 | |||||||||||||||
| Stock options exercised | - | - | 6,000 | - | 6,000 | |||||||||||||||
| Reclassification of historical warrants | - | - | (2,130,167 | ) | (2,130,167 | ) | ||||||||||||||
| Share-based compensation | - | 28 | 1,693,786 | - | 1,693,814 | |||||||||||||||
| December 31, 2024 | $ | - | $ | 1,024 | $ | 41,575,012 | $ | (53,792,500 | ) | $ | (12,216,464 | ) | ||||||||
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2024 and 2023
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (10,753,038 | ) | $ | (15,966,294 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization | 1,513,798 | 1,592,567 | ||||||
| Share-based compensation | 1,693,814 | 1,279,536 | ||||||
| Non-cash interest expense related to debt financing | 413,727 | 407,710 | ||||||
| Accretion of notes payables | 1,250,499 | 1,130,731 | ||||||
| Impairment on property plant and equipment and operating lease | - | 115,438 | ||||||
| Loss on extinguishment of debt | 1,523,221 | - | ||||||
| Change in fair value of derivative liabilities | (158,000 | ) | 142,200 | |||||
| Change in fair value of warrant liabilities | (2,198,051 | ) | - | |||||
| Inventory allowance | 214,913 | 9,661 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (153,585 | ) | (954,140 | ) | ||||
| Inventories | (519,691 | ) | 129,672 | |||||
| Prepaid expenses | 134,442 | 1,125,369 | ||||||
| Accounts payable and accrued expenses | (34,343 | ) | (2,366,260 | ) | ||||
| Operating lease liability | 418,510 | (101,180 | ) | |||||
| Net cash used in operating activities | (6,653,784 | ) | (13,454,990 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property, plant, and equipment | (380,880 | ) | (101,714 | ) | ||||
| Purchase of intangible assets | (371,300 | ) | - | |||||
| Net cash used in investing activities | (752,180 | ) | (101,714 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from stock options exercised | 6,000 | - | ||||||
| Proceeds from notes payable, derivative liabilities and factoring agreement | 13,206,729 | 16,759,886 | ||||||
| Principal payments of notes payable and recourse factoring agreement | (21,474,031 | ) | (10,590,115 | ) | ||||
| Proceeds from equity financing, net | 24,616,598 | 5,440,658 | ||||||
| Principal payments on finance lease | (979,170 | ) | (1,043,149 | ) | ||||
| Repayments of finance insurance premiums | (746,830 | ) | (569,665 | ) | ||||
| Payment of deferred offering costs | (30,000 | ) | - | |||||
| Net cash provided by financing activities | 14,599,296 | 9,997,615 | ||||||
| Net increase (decrease) in cash | 7,193,332 | (3,559,089 | ) | |||||
| Cash, beginning of period | 781,318 | 4,340,407 | ||||||
| Cash, end of period | $ | 7,974,650 | $ | 781,318 | ||||
| Noncash investing and financing transactions: | ||||||||
| Modification on operating and finance leases | $ | 1,500 | $ | 806,617 | ||||
| Conversion of debt into equity | $ | 2,794,243 | $ | - | ||||
| Shares issued for prepaid services | $ | - | $ | 100,000 | ||||
| Right-of use assets obtained through operating lease | $ | 145,987 | $ | 7,837,471 | ||||
| Financing of property and equipment | $ | - | $ | 483,787 | ||||
| Financing of mask set and wafer | $ | - | $ | 369,421 | ||||
| Financing of insurance premiums and software | $ | 249,607 | $ | 470,860 | ||||
| Property and equipment financed through finance leases | $ | - | $ | 271,725 | ||||
| Termination of ROU Asset and Lease Liability | $ | 98,963 | $ | - | ||||
| Property and equipment additions included in accounts payable | $ | 39,899 | $ | 35,000 | ||||
| Reclassification of historical warrants | $ | 2,130,167 | $ | - | ||||
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
1. Organization and Nature of Business
Guerrilla RF, Inc. (formerly known as Laffin Acquisition Corp.) was incorporated in the State of Delaware on November 9, 2020. Guerrilla RF Operating Corporation (formerly known as 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. On October 22, 2021, Guerrilla RF Acquisition Corp., a wholly owned subsidiary of Guerrilla RF, Inc., merged with and into Guerrilla RF Operating Corporation in a “reverse merger” transaction (the “Merger”), with Guerrilla RF Operating Corporation continuing as the surviving corporation and a wholly-owned subsidiary of Guerrilla RF, Inc. On May 30, 2023, Guerrilla RF Operating Corporation was merged with and into Guerrilla RF, Inc.
All references in these Consolidated Financial Statements to “Guerrilla RF” refer to: (i) for periods prior to May 30, 2023, Guerrilla RF Operating Corporation; and (ii) for subsequent periods, Guerrilla RF, Inc. Unless otherwise stated or the context otherwise indicates, references to the “Company”, “we”, “our”, “us” or similar terms refer to Guerrilla RF, Inc. together with Guerrilla RF Operating Corporation.
Guerrilla RF designs and manufactures high‐performance Monolithic Microwave Integrated Circuits (MMICs) for the wireless infrastructure market. Guerrilla RF primarily focuses on researching and developing its existing products and building an infrastructure to handle a global distribution network; therefore, it has incurred significant start‐up losses.
Liquidity and Going Concern
In accordance with Financial Accounting Standards Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has historically financed its activities through a combination of commercial loans and the proceeds of debt and equity issuances. The consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
The Company has incurred substantial negative cash flows from operations in nearly every fiscal period since inception. For the years ended December 31, 2024 and 2023, the Company incurred a net loss of $10.8 million and $16.0 million, respectively. For the years ended December 31, 2024 and 2023, the Company used $6.7 million and $13.5 million in cash to fund operations, respectively. As a result, the Company had an accumulated deficit of $53.8 million as of December 31, 2024. The Company's cash and working capital as of December 31, 2024 was $8.0 million and $6.3 million, respectively. We expect losses and negative cash flows to continue in the near term, primarily due to continued investment in research and development, sales and marketing efforts, and increased administration expenses as our Company grows. The Company plans to continue to invest in the implementation of its long-term strategic plan and anticipates that it will continue to narrow cash burn from historical levels so that cash reserves will provide the necessary working capital to conclude the Company is a going concern.
Our primary source of liquidity has been from cash raised from private placements and debt financing. We also have a loan facility for up to $3.75 million with a specialty lender (referred to as the Spectrum Loan Facility, described in Note 5 to our consolidated financial statements). As of December 31, 2024, we had drawn down $0.6 million under the Spectrum Loan Facility. On March 28, 2024 we completed a private placement offering of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On August 5, 2024, we completed a $22 million private placement offering, raising net cash proceeds of approximately $21.6 million, after deduction of expenses. Additionally, on August 2, 2024, the Company initiated the amendment of the a loan facility (referred to as the Salem Loan Facility, described in Note 5) to (i) reduce the outstanding principal balance from $12.0 million to $4.5 million, (ii) extend the maturity date from January 31, 2026 to December 31, 2028, and (iii) reduce the interest rate from 14% (comprising 3% payment-in-kind (deferred) and 11% cash) to 12% cash. The amendment was effective on August 5, 2024 after the principal balance was reduced from $12.0 million to $4.5 million by using a portion of the proceeds from private placement offering in August 2024. As a result, the Company believes that its existing cash and cash equivalents will provide sufficient resources to fund operations for at least the next twelve months after the issuance date of these financial statements.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Risks and Uncertainties
The Company is subject to several risks associated with companies at a similar stage, including dependence on key individuals, competition from similar products and larger companies, volatility of the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions including the current macro-economic conditions impacting the banking and financial markets.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with GAAP and with the rules and regulations for reporting the Annual Report on Form 10-K ("Form 10-K"), and are presented in U.S. dollars. 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 (“ASU”) of the Financial Accounting Standards Board. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Guerrilla RF Operating Corporation that was merged with and into the Company in May 2023. All intercompany accounts and transactions have been eliminated in consolidation.
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 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 the 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 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.
Concentrations of Credit Risk and Major Customers
Financial instruments at December 31, 2024 and 2023 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.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The Company’s accounts receivable are derived from revenue earned from customers located in and outside of the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual product shipment revenue. The Company had major customer during the years ended December 31, 2024 and 2023. Revenues from the major customer accounted for 77% and 81% of product shipment revenue for both the years ended December 31, 2024 and 2023, respectively. Accounts receivable from our major customer represented 81% of accounts receivable at December 31, 2024, and 71% of accounts receivable at December 31, 2023.
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 one royalty agreement. 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 collateral or other security for 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 $3.75 million, calculated, in part, based on the value of eligible accounts receivable assigned to Spectrum as security for advances under the Spectrum Loan Facility. As of December 31, 2024, there were $0.6 million of advances outstanding under the Spectrum Loan Facility. At December 31, 2024, $27 thousand of excess collateral was due from Spectrum, which is included in accounts receivable on the consolidated balance sheets. See Note 5 for additional discussion on the Spectrum Loan Facility.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software, production and computer equipment, and lab equipment using the straight-line method over their estimated useful lives, ranging from to years. The Company depreciates furniture and fixtures using the straight-line method over their estimated useful lives of years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Repairs and maintenance are expensed as incurred by the Company.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The recoverability of assets held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company evaluated its long-lived assets for impairment in the year ended December 31, 2024, and determined impairment expense was deemed necessary. See Note 4 for further information.
Deferred Offering Costs
The Company will capitalize legal, professional, accounting, and other third-party fees directly associated with common equity financings as deferred offering costs on the balance sheet as a non-current asset until the transaction is complete. The Company will recognize such previously deferred offering costs and any additional incurred offering costs in connection with such transaction, as a reduction of additional paid in capital. Transaction costs consisting of legal, accounting, financial advisory, and other professional fees incurred as part of the Company's equity financing, as mentioned in Note 6 were offset against the total proceeds from such offerings in the accompanying consolidated financial statements for both the years ended December 31, 2024 and 2023.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
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. Shipping and handling fees charged to customers 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.
During the years ended December 31, 2024 and 2023, the Company had $0 and $250 thousand of revenue from contracts with customers to be recognized over time as the services are delivered to the customer. Certain nonrecurring engineering service revenues are recognized over time as the services are delivered to the customer. As of December 31, 2024 and 2023, the Company did have any contract liabilities where performance obligations have not yet been satisfied. During the years ended December 31, 2024 and 2023, there was revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.
The costs incurred by the Company for shipping and handling are classified as direct product costs in the consolidated statements of operations. Any incidental items that are immaterial in the context of a sale to a customer are recognized as expense.
Direct Product Costs
The Company’s direct product costs consist primarily of direct materials salaries and related expenses, overhead, third-party services vendors, shipping and handling, and depreciation expense related to the equipment and information technology costs incurred directly in the Company’s revenue-generating activities.
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 shares of stock and RSU awards based upon the known fair market value 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 estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate, and expected dividends. Therefore, the assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates.
The Company applies ASU 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Share-based awards issued to non-employees are no longer required to be revalued at each reporting period.
Research and Development Costs
Research and development costs are expensed as incurred and consist primarily of personnel-related engineering and technical staff wages and benefits, prototype costs, and other direct expenses.
Advertising Costs
All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses for the years ended December 31, 2024 and 2023 were $12,973 and $19,961, respectively.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined by the first‐in, first‐out (FIFO) method. The Company analyzes its product portfolio and inventory aging in determining whether an inventory allowance is needed. Historically, such allowances have been immaterial and within management's expectations.
Income Taxes
Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period corresponding to the enactment date. Under ASC 740, a valuation allowance is required when it is more likely than not all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income.
FASB ASC Subtopic 740 10, Accounting for Uncertainty of Income Taxes, (“ASC 740 10”) defines the criterion upon which an individual tax position must meet for any part of the benefit of the tax position to be recognized in consolidated financial statements prepared in conformity with GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the consolidated financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with the disclosure requirements of ASC 740 10, the Company’s policy on the statements of operations classification of interest and penalties related to income tax obligations is to include such items as part of total income tax expense.
Convertible Debt Instruments
The Company evaluates agreements, including any convertible debt instruments to determine if those agreements or any embedded components of those agreements qualify as derivative financial instruments to be separately accounted for in accordance with FASB ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The accounting treatment of derivative financial instruments requires that the Company record any bifurcated embedded features 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 in earnings as non-operating, non-cash income or expense. 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 agreement is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded features are recorded at their initial fair values which create additional debt discount to the host instrument. The Company amortizes the respective debt discount over the term of the notes, using the effective interest method.
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, and accounts payable approximate fair values due to the short-term nature of these instruments.
See Note 8 – Derivative Liabilities and Warrant Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs.
Net Loss Per Share
Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, which would result in the issuance of incremental shares of common stock.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The following potentially dilutive securities have been excluded from the computation of basic shares years ended December 31, 2024 and 2023, as they would be anti-dilutive:
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Series A convertible preferred stock | 7,213,115 | - | ||||||
| Common stock warrants | 5,780,955 | 824,416 | ||||||
| Restricted stock units | 583,432 | 454,566 | ||||||
| Stock options | 348,467 | 570,748 | ||||||
| 13,925,969 | 1,849,730 | |||||||
The table above excludes convertible notes that are contingently convertible upon future events that have not occurred. See Note 5 – Debt – Convertible Notes for terms of conversion of the convertible notes that were outstanding as of December 31, 2023.
The Company’s board of directors approved a reverse split of shares of the Company’s common stock on a -for-one basis, which was 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 shares of the issued and outstanding common stock were automatically converted into one share of common stock, but without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. The number of authorized shares of common stock remained unchanged at 300,000,000 shares. Proportionate adjustments were 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 vesting of RSUs were similarly adjusted. Concurrently, the number of shares of common stock reserved for future issuance under the Company’s 2014 and 2021 Equity Incentive Plans immediately prior to the Effective Time were reduced proportionately. All share-based information in the Annual Report on Form 10-K and the accompanying consolidated financial statements are presented on a post-split basis.
Convertible Preferred Stock
The Company has 10,000,000 shares of preferred stock authorized for issuance, of which, 22,000 shares have been designated as “Series A convertible preferred stock”, par value $0.0001 per share, have a stated value of $1,000 per share and are initially convertible into 7,213,115 shares of the Company’s common stock. Holders of the Series A convertible preferred stock are entitled to vote on an as-converted basis with the Company’s common stockholders. The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity.
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.
Asset Acquisition
On April 26, 2024, the Company finalized the acquisition of Gallium Semiconductor's entire portfolio of GaN power amplifiers and front-end modules for $0.4 million which was funded by cash on hand. The Company acquired all previously released components as well as new cores under development at Gallium Semiconductor. Additionally, all associated intellectual property (IP) has been transferred to the Company as part of this portfolio acquisition. By integrating these assets, the Company intends to significantly enhance its ongoing efforts to develop and commercialize a new line of GaN devices tailored for wireless infrastructure, military, and satellite communications applications. The Company did not acquire any employees or facilities. The acquisition was accounted for as an asset acquisition in accordance with ASC Topic 805. The Company recorded a definite-lived developed technology intangible asset of $0.4 million that will be amortized over 10 years.
Recent Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. These amendments in ASU 2021-08 became effective for us as of the beginning of our 2024 fiscal year. The Company adopted this accounting guidance effective January 1, 2024. Its adoption did not have a material impact on the Company’s consolidated financial statements.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
In November 2023, FASB issued ASU No. 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures (Topic 280), which allows disclosure of one or more measures of segment profit or loss used by the Chief Operating Decision Maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The adoption of this new guidance did not have a significant impact on our consolidated financial statements.
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. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures included within notes to consolidated financial statements.
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
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 consolidated financial statements.
3. Inventories
Inventories are summarized as follows:
| 2024 | 2023 | |||||||
| Raw materials | $ | 740,543 | $ | 488,548 | ||||
| Work-in-process | 153,004 | 132,511 | ||||||
| Finished goods | 1,169,397 | 922,194 | ||||||
| Inventory allowance | (224,574 | ) | (9,661 | ) | ||||
| Inventory, net | $ | 1,838,370 | $ | 1,533,592 | ||||
4. Property and Equipment
Property and equipment is summarized as follows:
| 2024 | 2023 | |||||||
| Production assets | $ | 2,276,386 | $ | 1,927,958 | ||||
| Computer equipment and software | 993,092 | 937,957 | ||||||
| Lab equipment | 3,498,894 | 3,588,560 | ||||||
| Office furniture and fixtures | 1,299,856 | 1,328,570 | ||||||
| Leasehold improvements | 171,257 | 228,143 | ||||||
| 8,239,485 | 8,011,188 | |||||||
| Less accumulated depreciation | (5,746,130 | ) | (4,352,104 | ) | ||||
| $ | 2,493,355 | $ | 3,659,084 | |||||
Depreciation expense was $1,489,045 and $1,592,567 for the years ended December 31, 2024 and 2023, respectively.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10, Property, Plant, and Equipment. ASC 360-10 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
In fiscal 2023, the Company concluded the undiscounted future cash flows associated with certain of its long-lived assets, specifically leasehold improvements for the old headquarters and cameras used for the security equipment at the new headquarters and design center, indicated the carrying amount of those cameras is not recoverable. As a result, the Company reviewed the long-lived assets for impairment and recorded a $20 thousand impairment charge, which is included in on the consolidated statements of operations. The impairment was measured under an income approach utilizing forecasted discounted cash flows to determine fair values of the impairment assets. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, Fair Value Measurement.
At December 31, 2024, the Company concluded it did not have any triggering events requiring assessment of impairment of its long-lived assets.
5. Debt
Spectrum Loan Facility
On June 1, 2022 (the "Spectrum Effective Date"), the Company entered into the Spectrum Loan Facility with Spectrum. Pursuant to the terms of the General Credit and Security Agreement (the "Credit Agreement"), the Company may borrow monies to purchase eligible equipment in an amount equal to the lesser of (i) 75% of the cost of such eligible equipment and (ii) $500,000; provided that this maximum eligibility will automatically be reduced by th each month during the term of the facility. The Credit Agreement also allows for additional borrowing in an amount equal to the lesser of (i) 50% of the net amount of eligible inventory (as defined in the Credit Agreement), (ii) $350,000, and (iii) 50% of the purchased accounts receivable outstanding under the related Assignment of Accounts and Security Agreement (the “AR Agreement”).
Under the terms of the AR Agreement, Spectrum has agreed to advance funds equal to approximately 85% of eligible accounts receivable that are collected by Spectrum under a “lock box” arrangement. On February 20, 2024, Spectrum increased the maximum amount that may be advanced under the AR Agreement from $3.0 million to $3.75 million less any amounts loaned under the Credit Agreement. In addition, the annual facility fee was increased to $37,500.
The initial term of the Spectrum Loan Facility was 24 months from the Spectrum Effective Date. The term of the facility automatically renews for an additional two-year period unless either party provides at least 60 days’ notice prior to the expiration date. The term automatically renewed on June 1, 2024. 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.
In addition to annual facility fees of $37,500 and other quarterly and transaction fees payable to Spectrum, interest accrues on amounts owed under the Spectrum Loan Facility at the prime rate as quoted by the Wall Street Journal plus 3.5%, but in no event lower than 7.0%.
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. For the year ended December 31, 2024, the Company maintained compliance with these covenants and restrictions.
The Company has borrowed $0.6 million under the Spectrum Loan Facility as of December 31, 2024. The Company includes the interest expense of the Spectrum Loan Facility ($304 thousand) as part of its interest expense on its consolidated statements of operations, and the total amount of million borrowed under the Spectrum Loan Facility is included as short-term debt on the consolidated balance sheet as of December 31, 2024.
Salem Loan Facility
On August 11, 2022 (the 'Salem Effective Date'), the Company entered into the Salem Loan Facility with Salem. The Salem Loan Facility provided financing to the Company in the aggregate amount of up to $8.0 million, with an initial advance of $5.0 million. In addition to a 2.0% closing fee, the Company issued Salem 25,000 shares of common stock as consideration for the Salem Loan Facility. The Company agreed to issue up to an additional 25,000 shares of common stock in the event Salem advanced the additional $3.0 million.
On May 1, 2023, Salem made an additional advance of $1.5 million to the Company. At the same time, the Company agreed to increase the interest rate for the Salem Loan Facility from 13.0% to 14.0% per annum, with 11.0% payable monthly and 3.0% payable either monthly or at maturity, with the outstanding principal and interest due in August 2027. In conjunction with the additional advance of $1.5 million, the Company paid Salem a closing fee of $60 thousand and issued 12,500 shares of common stock to Salem. The $1.5 million advance was allocated between notes payable, common stock and additional paid-in capital based on the relative fair value of the underlying common stock and had an approximate effective interest rate of 17%. If the Company repays the loan during the first three years of the term, it is required to pay a prepayment premium equal to (i) 3.0% of the prepaid principal during year 1, (ii) 2.0% of the prepaid principal during year 2, and (iii) 1.0% of the prepaid principal during year 3. The Salem Loan Facility contained customary affirmative and negative covenants that imposed restrictions on the Company’s financial and business operations, including limitations on liens, indebtedness, fundamental changes and changes in the nature of the Company’s business, the purchase or redemption of any Company stock, and the declaration or payment of any dividends on the Company's stock. On June 30, 2023, the Company entered into an amendment to its agreement with Salem that delayed the application of one of the financial covenants.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
On August 14, 2023, Salem made an additional advance of $1.5 million to the Company. The interest rate for the advance was 14.0% per annum, with principal and interest due in August 2027. In conjunction with this advance, the Company incurred cash closing costs of $78 thousand, including a closing fee of $45 thousand, and issued 400,000 shares of common stock to Salem. The $1.5 million advance was allocated between notes payable, common stock and additional paid-in capital based on the relative fair value of the underlying common stock and an approximate effective interest rate of 28%.
On September 5, 2023, the Company and Salem entered into the amended and restated loan agreement (the 'A&R Loan Agreement') in order to (i) provide for additional advances of up to $4.0 million, and (ii) change the maturity date of all previous advances from August 11, 2027 to April 30, 2024. The additional advances have an interest rate of 14.0% per annum, with payment of interest deferred until the April 30, 2024 maturity date. The Company determined that the A&R Loan Agreement represented a debt modification and, accordingly, no extinguishment accounting was required. As a result of prospectively revising the amortization of existing debt discount of previous advances, new approximate effective interest rates between 29% and 98% were established on the previous advances. The A&R Loan Agreement provides that the Company must maintain compliance with certain net cash flow and liquidity requirements.
On September 6, 2023, Salem made an additional discretionary advance of $1.75 million under the Salem Loan Facility. In conjunction with receiving the additional loan facility and drawing down $1.75 million of additional advances, the Company incurred cash closing costs of $88 thousand and issued 660,000 shares of common stock to Salem. The $1.75 million of additional advances was allocated between notes payable, common stock and additional paid-in capital based on the relative fair value of the underlying common stock and had an approximate effective interest rate of 104%.
On October 23, 2023, Salem made an additional advance of $1.25 million under the Salem Loan Facility. The Company incurred cash closing costs of $43 thousand associated with the additional advance, which the Company recognized as deferred debt discount to be amortized over the term of the additional advance and had an approximate effective interest rate of 21%.
On December 18, 2023, Salem made a final advance of $1.0 million under the Salem Loan Facility. In conjunction with receiving the additional advance, the Company incurred cash closing costs of $45 thousand which the Company recognized as deferred debt discount to be amortized over the term of the additional advance and had an approximate effective interest rate of 26%.
In the second half of 2023, AMB Investments, LLC and others purchased participation interests in $5.5 million of additional advances made under Salem Loan Facility (the ‘Additional Advances’). AMB Investments, LLC owned a 47.17% participation interest in those Additional Advances, giving it a pecuniary interest in approximately $2.6 million of the Salem Loan Facility and 500,000 shares of common stock issued to Salem in connection with the Additional Advances. Director, Gary Smith is President of AMB Investments, LLC.
On March 28, 2024, Salem extended the maturity date of the Salem Loan Facility from April 30, 2024 to January 31, 2026. Additional revisions included changing the interest rate to (i) 3% payment-in-kind and (ii) 11% cash interest for the entire Salem Loan Facility. In addition the Company paid Salem an aggregate fee of $100,000 in connection with the revisions and $654,308 of outstanding paid-in-kind interest was exchanged for 261,723 shares of common stock and -year warrants to purchase 261,723 shares of common stock at an exercise price of $2.50 per share in connection with the closing of a private placement offering in late March and early April, 2024 (the ‘2024 Private Placement') referenced in Note 6. The Company determined that the maturity extension and revisions should be accounted for as troubled debt restructuring pursuant to ASC 470. As a result of the troubled debt restructuring, (i) a new effective interest rate of 16.9% was established, and (ii) the aggregate of $100,000 of fees paid to the lender was recorded as debt discount to be amortized over the remaining term of the debt, and (iii) additional debt discount in the amount of $1,278,516 was recorded and to be amortized over the remaining term of the debt, which represents the difference between $654,308 of paid-in-kind interest exchanged for common stock and warrants with an aggregate fair value of $1,932,824 in connection with the 2024 Private Placement.
On August 2, 2024, the Company entered into Amendment No. 2 to Amended and Restated Loan Agreement (the "Salem Amendment") with Salem. Pursuant to the Salem Amendment, which became effective on August 5, 2024, the Company paid down the principal balance on the Salem Loan Facility from $12.0 million to $4.5 million, repaying the Additional Advances in full. Additionally, the maturity date was extended from January 31, 2026 to December 31, 2028 and the interest rate was reduced from 14% (comprising 3% payment-in-kind (deferred) and 11% cash) to 12% cash. The Company determined that the Salem Amendment should be accounted for as a debt extinguishment which resulted in a loss on extinguishment of debt of $1.5 million. As of December 31, 2024, the carrying value of the amount financed under the Salem Loan Facility approximates its fair value as the interest rate is equal to the Company's market rate for equivalent financing terms.
As of December 31, 2024, the total amount the Company has financed under the Salem Loan Facility is:
| Principal amount of promissory notes payable | $ | 4,500,000 | ||
| Accrued interest | - | |||
| Less: unamortized debt issue costs | - | |||
| Less: unamortized debt discount | - | |||
| Notes payable, current portion, net | $ | 4,500,000 |
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Convertible Notes Payable
In July 2023, the Company entered into note purchase agreements with certain accredited investors pursuant to which the Company issued unsecured convertible promissory notes in the aggregate principal amount of $790,000 (the "Convertible Notes"), which mature on December 31, 2024 (the “Maturity Date”). Of such aggregate principal amount, the Company issued Convertible Notes in the aggregate principal amount of $710,000 to the Company’s Chief Executive Officer (in the principal amount of $80,000) and his family members (in the aggregate principal amount of $630,000). Convertible Notes in the aggregate principal amount of $290,000 accrue interest at a simple rate of 8.0% per annum, payable at maturity, and one Convertible Note in the principal amount of $500,000 accrues interest at a simple rate of 16.0% per annum, payable at maturity. Upon the issuance of equity securities pursuant to which the Company receives aggregate gross proceeds of at least $2.0 million (the “Next Equity Financing”), the Convertible Notes will automatically convert into the same equity securities issued in such Next Equity Financing at a conversion price equal to the lowest per share purchase price of equity securities issued in the Next Equity Financing. Further, in the event of a change of control of the Company, each convertible note will, at the election of the holder, either be: (a) repaid in cash at an amount equal to the sum of (i) the outstanding principal balance and all accrued and unpaid interest due on such Convertible Note plus (ii) an additional amount equal to 20% of such outstanding amount due; or (b) converted into shares of the Company’s common stock equal to the outstanding balance of the Convertible Note (including any accrued but unpaid interest thereon) divided by $6.00 per share. At any time on or after the Maturity Date but prior to the date the Convertible Note is repaid by the Company, at the election of the holder thereof, such holder’s Convertible Note will convert into that number of shares of the Company’s common stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Convertible Note on the date of such conversion by (y) $6.00 per share.
The Company analyzed the embedded features of the Convertible Notes and determined that the Convertible Notes contained (i) an automatic conversion pursuant to which the holders may elect to convert their Convertible Notes into shares of the Company’s common stock at a price of $6.00 per share which did not require bifurcation, (ii) a redemption feature pursuant to an event of a Next Equity Financing which did not require bifurcation, (iii) a put option triggered upon a change of control with a fair value of $15,800 which was bifurcated from the debt host and recorded with a credit to derivative liabilities and a debit to debt discount, and (iv) an automatic conversion pursuant to which the Convertible Notes may be converted into shares of the Company’s common stock at a price of $6.00 per share upon a change of control which did not require bifurcation. Including the impact of the embedded features, Convertible Notes in the aggregate principal amount of $290,000 have an approximate effective simple interest rate of 9.4% per annum, and one Convertible Note in the principal of $500,000 has an approximate effective simple interest rate of 17.4% per annum. The debt discount is being amortized over the term of the Convertible Notes using the effective interest method and the derivative liabilities are marked-to-market at each reporting date. See Note 8 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. for additional details.
On March 28, 2024, all of the Convertible Notes, including accrued interest, were converted into equity in connection with the 2024 Private Placement referenced in Note 6.
New Headquarters and Design Center Capital Addition Financing
In conjunction with the Company's move into expanded office facilities in early 2023, the Company entered into a financing arrangement related to furniture for the new office facilities in April 2022. The total cost of the furniture financed was $1.1 million, which included tax, freight, interim storage, and installation labor. The Company was responsible for paying interest-only payments to the financing company related to the furniture procurement order (interest on principal of $496 thousand) placed in April 2022 prior to the first scheduled principal financing payment, which occurred in August 2022 ($246 thousand). The Company made interest-only payments to the financing company related to the furniture procurement order through August 2022 in the amount of $17 thousand. The total scheduled principal and interest payments to be made after December 31, 2024 related to the April 2022 furniture financing are $28 thousand.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Debt Maturity
As of December 31, 2024, debt is expected to mature as follows:
| 2025 | $ | 1,328,492 | ||
| 2026 | 1,214,904 | |||
| 2027 | 1,686,449 | |||
| 2028 | 1,539,526 | |||
| 2029 | - | |||
| Thereafter | - | |||
| $ | 5,769,371 |
6. Common Stock
Common Stock
The Company is authorized to issue 50,000,000 and 300,000,000 shares of common stock with a par value of $ 0.0001 as of December 31, 2024 and 2023, respectively. Each share of common stock entitles the holder to vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may apply to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that the Company’s Board of Directors may declare out of funds legally available for that purpose on a non-cumulative basis. No dividends had been declared through December 31, 2024.
On December 30, 2022, the Company completed the initial closing of a private placement (the “2022/23 PIPE”) as it entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with investors (the “Purchasers”) pursuant to which the Company sold 647,057 units (the “Units”), each Unit consisting of one share of the Company’s common stock and one warrant to purchase -half of a share of common stock with an exercise price of $12.00 per share. The purchase price of each Unit was $7.80 per Unit, resulting in gross proceeds at this initial closing of approximately $5.0 million before the deduction of estimated offering expenses of approximately $700,200. The Company continued to accept subscriptions for Units and had additional closings through February 28, 2023. Altogether, the Company sold 1,183,192 Units, resulting in gross proceeds of approximately $9.2 million before the deduction of estimated offering expenses of approximately $1.2 million.
On March 28, 2024, the Company completed the initial closing of the 2024 Private Placement as it entered into a Unit Purchase Agreement with investors pursuant to which the Company sold 2,015,293 units (the “2024 Units”), each 2024 Unit consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock with an exercise price of $2.50 per share. The purchase price of each 2024 Unit was $2.50, resulting in gross proceeds at this initial closing of approximately $5.0 million and net cash proceeds of approximately $3.0 million. There were estimated offering expenses of approximately $0.6 million and conversion of convertible debt and accrued interest of approximately $2.8 million. On April 7, 2024, the Company completed a second closing of the 2024 Private Placement. Altogether, the Company sold 2,071,293 2024 Units, resulting in gross proceeds of approximately $5.1 million before the deduction of estimated offering expenses and net cash proceeds of approximately $3.0 million. On the issuance date the warrants were determined to be equity classified and had an aggregate issuance date relative fair value of $2.1 million using the Black-Scholes option pricing model with the following assumptions: expected volatility of 58%, risk-free rate of 4.21%, expected term of 5.5 years, and expected dividends of 0.00%.
See Note 5 – Debt – Salem Loan Facility and Convertible Notes Payable for details regarding common stock issued in connection with debt.
See Note 7 – Share-Based Compensation - Restricted Stock Unit ("RSU") Awards for details regarding RSU grants.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Common Stock Warrants
Through February 28, 2023, in connection with the 2022/23 PIPE, the Company issued warrants to purchase an aggregate of 769,146 common shares (the “2022/2023 PIPE Warrants”). The 2022/2023 PIPE Warrants are exercisable for a period of five years beginning six months following the final closing of the 2022/23 PIPE. The 2024 Units sold in the 2024 Private Placement included warrants to purchase a total of 2,071,293 shares of common stock (the “2024 PIPE Warrants”), which warrants were issued upon the final closing of the 2024 Private Placement. Each 2024 PIPE Warrant is exercisable for a period of years beginning six months following the final closing of the 2024 Private Placement. On August 5, 2024, the Company completed a private placement (the “North Run Private Placement”), which included the issuance of warrants to purchase an aggregate of 2,885,246 shares of common stock at an exercise price of $3.05 per share (the “North Run Warrants”). Each North Run Warrant is exercisable for a period of and a half years beginning on the closing date of the North Run Private Placement and were determined to be classified as liabilities on the issuance date and as of December 31, 2024. As of December 31, 2024, the total amount of outstanding common stock warrants is 5,780,955. See Note 8 – Fair Value Measurement – Warrant Liabilities for additional details regarding the Company’s outstanding warrants.
A summary of the warrant activity during the year ended December 31, 2024 is presented below:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life in Years | Intrinsic Value | |||||||||||||
| Outstanding, January 1, 2024 | 824,416 | $ | 11.10 | |||||||||||||
| Issued | 4,956,539 | 2.82 | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | - | - | ||||||||||||||
| Canceled | - | - | ||||||||||||||
| Outstanding, December 31, 2024 | 5,780,955 | $ | 4.00 | 4.8 | $ | - | ||||||||||
| Exercisable, December 31, 2024 | 5,780,955 | $ | 4.00 | 4.8 | $ | - | ||||||||||
In applying the Black-Scholes option pricing model to warrants granted during 2024 and 2023, the Company used the following assumptions:
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Risk-free interest rate | 4.21 | % | - 4.15% | |||||
| Contractual term (years) | 5.50 | 5.50 | ||||||
| Expected volatility | 57.99 | % | 52.21 | % | ||||
| Expected dividends | — | % | — | % | ||||
The following table presents information related to stock warrants at December 31, 2024:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||
| Exercise Price | Outstanding Number of Warrants | Weighted Average Remaining Life in Years | Exercisable Number of Warrants | |||||||||||
| $ | 2.50 | 2,071,293 | 5.0 | 2,071,293 | ||||||||||
| $ | 3.05 | 2,885,246 | 5.3 | 2,885,246 | ||||||||||
| $ | 7.80 | 177,490 | 3.9 | 177,490 | ||||||||||
| $ | 12.00 | 646,926 | 3.8 | 646,926 | ||||||||||
| 5,780,955 | 4.8 | 5,780,955 | ||||||||||||
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 was 22,000 and 0 issued and outstanding shares of preferred stock as of December 31, 2024 or December 31, 2023, respectively.
On August 5, 2024, the Company completed the North Run Private Placement, selling (i) an aggregate of 22,000 shares of Series A convertible preferred stock (the “Preferred Shares”), which are initially convertible into 7,213,115 shares (the “Conversion Shares”) of the Company’s common stock, and (ii) warrants to purchase an aggregate of 2,885,246 shares of common stock at an exercise price of $3.05 per share (the 'North Run Warrants') for an aggregate gross purchase price of $22.0 million. The securities were sold to NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Buyer”) pursuant to a Securities Purchase Agreement entered into by the Company and the Buyer on August 2, 2024 (the “Purchase Agreement”). The net proceeds from the North Run Private Placement were approximately $21.6 million after transaction expenses.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
For so long as the Buyer of the Preferred Shares beneficially owns at least 20% of the Conversion Shares underlying the Preferred Shares issued pursuant to the Purchase Agreement (the “Buyer Ownership Condition”), the Company may not, without the consent of Buyer, create, authorize, or issue shares of capital stock that are senior or pari passu to the Preferred Shares; incur aggregate indebtedness for borrowed money (subject to certain exceptions) in excess of $10.0 million; change its line of business; or amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or bylaws in a manner that adversely affects the special rights, powers and preferences of the Preferred Shares. In addition, the Purchase Agreement provides that, for so long as the Buyer Ownership Condition is satisfied, the Company may not, without the consent of Buyer, issue more than 10% of its outstanding shares of common stock as of August 2, 2024 (subject to exceptions for stock plans and acquisitions) or within 120 days of the closing of the offering issue any equity securities (subject to exceptions for stock plans and acquisitions).
The Purchase Agreement required that the Board of Directors of the Company increase the size of the Board from eight to ten directors 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 50% of the voting stock of the Company which results in the Series A convertible preferred stock being classified as temporary equity. In such event, the redemption price would be equal to the greater of the stated value of the Series A convertible preferred stock or the consideration per share of common stock in the Fundamental Transaction (or in the absence of such consideration, the volume-weighted average price of the Company’s common stock immediately preceding the closing of the Fundamental Transaction). Additionally, after analyzing the cashless exercise provision within the North Run Warrants, the Company has determined that the North Run Warrants are classified as liabilities to be carried at fair value (See Note 8 – Fair Value Measurement – Warrant Liabilities for additional details). As a result, the Company allocated the gross proceeds and offering costs to the Preferred Shares and the North Run Warrants on a fair value basis. As a result, the Company recorded approximately $20.4 million of gross proceeds, which was partially offset by $403 thousand of offering costs, with a credit to temporary equity to account for the Preferred Shares. Additionally, the Company initially recorded a warrant liability of approximately $1.6 million to account for the North Run Warrants, and expensed approximately $31 thousand of offering costs which were allocated to the North Run Warrants. The Company has not made any adjustments to the carrying value of the Series A convertible preferred stock to reflect the redemption value of the shares upon a change of control because the Company has determined that a change of control event is not probable of occurring.
7. Share-Based Compensation
In 2021, the Board adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units ("RSU"), performance awards, cash awards, and stock bonus awards. The Company initially reserved 37,166 shares of common stock, plus any reserved shares not issued or subject to outstanding grants under the 2014 Plan on the effective date of the 2021 Plan, for issuance pursuant to awards granted under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 each year until 2031 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately preceding December 31, or a number as may be determined by our Board.
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
The Company measures the fair value of each option award on the date of grant using the Black‐Scholes option-pricing model, which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk-free interest rate, and dividend yield. The fair value of each grant of options during the year ended December 31, 2024 was determined using the methods and assumptions discussed below:
| ● | The expected term of employee options is determined using the “simplified” method, as prescribed in the SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. |
| ● | The expected volatility is based on the historical volatility of the publicly traded common stock of a peer group of companies. |
| ● | The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. |
| ● | The expected dividend yield is zero because the Company has not historically paid and does not expect to pay a dividend on its common stock for the foreseeable future. |
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
For the years ended December 31, 2024 and 2023, 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:
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Expected term (in years) | 6.25 | 6.25 | ||||||
| Expected volatility | 58 | % | 52 | % | ||||
| Risk-free rate | 4.20 | % | 3.88 | % | ||||
| Dividend rate | ||||||||
The weighted average grant date fair value of stock option awards granted was $1.78 and $4.61 during the years ended December 31, 2024 and 2023, respectively.
The value of stock options is recognized as compensation expense by the straight-line method over the vesting period. Unrecognized compensation costs related to non‐vested options at December 31, 2024 amounted to $179,896, which are expected to be recognized over a weighted average term of 1.31 years.
Stock option activity by share is summarized as follows for the years ended December 31, 2024 and 2023:
| Number of Shares | Weighted-Average Exercise Price Per Option | Weighted- Average Remaining Contractual Life (in years) | ||||||||||
| Shares underlying outstanding awards at December 31, 2022 | 601,220 | $ | 3.60 | 6.96 | ||||||||
| Granted | 13,135 | 8.67 | ||||||||||
| Exercised | - | - | ||||||||||
| Cancelled/Forfeited | (43,607 | ) | 9.62 | |||||||||
| Shares underlying outstanding awards at December 31, 2023 | 570,748 | 7.67 | 5.98 | |||||||||
| Granted | 8,500 | 2.50 | ||||||||||
| Exercised | (73,826 | ) | 2.01 | |||||||||
| Cancelled/Forfeited | (156,955 | ) | 2.07 | |||||||||
| Shares underlying outstanding awards at December 31, 2024 | 348,467 | $ | 4.55 | 3.59 | ||||||||
| Exercisable options at December 31, 2024 | 307,699 | $ | 3.61 | 3.26 | ||||||||
In the year ended December 31, 2024, the Company granted 8,500 common stock options to new employees with an exercise price of $2.50 per share. These option awards vest equally over years (33% per year) on the anniversary of the date the recipient started working for the Company.
In the year ended December 31, 2023, the Company granted 13,135 stock options to new employees at multiple exercise prices between $7.80 and $9.00 per share. These option awards vest equally over years (25% per year) on the anniversary of the date the recipient started working for the Company.
Restricted Stock Unit Awards
In the years ended December 31, 2024 and 2023 the Company granted 376,542 and 381,127 RSUs, respectively to various employees and directors. The RSU awards made to non-employees in the year ended December 31, 2024 (173,334) vest on the earliest of (i) June 5, 2025, subject to the recipient's continued service with the Company, (ii) the recipient's death, or (iii) the recipient's disability. The RSU awards made to non-employees in the year ended December 31, 2023 (44,877) vest on the earliest of (i) April 5, 2024, subject to the recipient's continued service with the Company, (ii) the recipient's death, or (iii) the recipient's disability. The RSUs awarded to employees during the year ended December 31, 2024 (172,857) vest over a period of 3 years or less from the date of the grant. The RSUs are subject to the recipient’s continued service through the applicable vesting date. The share-based compensation expense to be recognized for these RSUs over the remaining vesting period subsequent to December 31, 2024 is approximately $2.4 million.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
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:
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at December 31, 2022 | 145,637 | $ | 10.69 | |||||
| Granted | 381,158 | 6.06 | ||||||
| Vested | (61,899 | ) | 11.45 | |||||
| Cancelled/Forfeited | (10,330 | ) | 9.18 | |||||
| Outstanding at December 31, 2023 | 454,566 | 7.35 | ||||||
| Granted | 376,542 | 2.89 | ||||||
| Vested | (243,143 | ) | 5.86 | |||||
| Cancelled/Forfeited | (12,923 | ) | 6.68 | |||||
| Outstanding at December 31, 2024 | 575,042 | $ | 5.44 | |||||
Pursuant to awards made under the 2014 Plan and the 2021 Plan, the Company recorded stock-based compensation expense in the following expense categories in the consolidated statements of operations for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Direct product costs | $ | 375,171 | $ | 77,336 | ||||
| Research and development | 324,653 | 319,258 | ||||||
| Sales and marketing | 372,152 | 218,407 | ||||||
| General and administrative | 621,838 | 664,535 | ||||||
| $ | 1,693,814 | $ | 1,279,536 | |||||
income tax benefits have been recognized in the consolidated statements of operations for stock-based compensation arrangements, and stock-based compensation costs have been capitalized as property and equipment through December 31, 2024.
8. FAIR VALUE MEASUREMENT
Derivative Liabilities
As of January 1, 2024, the Company had Level 3 derivative liabilities that were measured at fair value at issuance, related to the put options of the Convertible Notes. On March 28, 2024, the redemption feature of the Company’s Convertible Notes was triggered prompting the Company to mark-to-market the fair value of the bifurcated put options of the Convertible Notes. As of March 28, 2024, the Company determined that the probability of settlement pursuant to such put option was de minimis and, as a result, the fair value of such bifurcated put options was $0. As of December 31, 2024, the Company had no derivative liabilities as the underlying Convertible Notes were converted into shares of common stock. See Note 5 – Debt – Convertible Notes Payable for additional details regarding the conversion of the Convertible Notes. The put options were valued using a discounted cash flow valuation technique.
The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis:
| Beginning balance as of January 1, 2023 | $ | - | ||
| Issuance of Convertible Notes | 15,800 | |||
| Change in fair value of derivative liabilities | 142,200 | |||
| Ending balance on December 31, 2023 | 158,000 | |||
|
| (158,000 | ) | ||
| Ending balance on December 31, 2024 | $ | - |
There are derivative liabilities of as of December 31, 2024. For the derivative liabilities valuation, as of the issuance dates of the Convertible Notes between July 12, 2023 and July 21, 2023, the significant unobservable inputs used in the discounted cash flow were a discount rate between 8% to 16% and the probability of a change of control occurring of 10%. For the derivative liabilities valuation, as of December 31, 2023, the significant unobservable inputs used in the discounted cash flow were a discount rate between 8% to 16%.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
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 Monte-Carlo simulation.
The Monte Carlo simulation considered assumptions including the number of trials, warrant dilution, bid price estimates and multiple VWAP amounts for the cashless conversions of the North Run Warrants. Additionally, other key assumptions used in the Monte-Carlo simulation include the risk-free rate, the expected term of the warrants, expected stock price volatility, expected dividends and management’s assumption that the probability of a fundamental transaction occurring is de minimis. The following table summarizes the significant assumptions used in the Monte-Carlo simulation during the year ended December 31, 2024:
| For the Year Ended | ||||
| December 31, 2024 | ||||
| Risk-free interest rate | 3.55% - 3.58% | |||
| Expected term (years) | - 5.5 | |||
| Expected volatility | 42.60% - 43.20% | |||
| Expected dividends | 0.00 | % | ||
In connection with the North Run Private Placement, the Company determined it should reclassify warrants to purchase an aggregate 2,895,709 shares of common stock (the “Historical Warrants”) as Level 3 warrant liabilities and carried at fair value using a Black-Scholes call option model pursuant to the analysis of a certain tender offer provision (the “Tender Offer Provision”) within the Historical Warrants wherein, in the event of a cash tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s common shares, all holders of the warrants would be entitled to receive cash for their warrants.
The following table summarizes the Black-Scholes assumptions used during the year ended December 31, 2024:
| For the Year Ended | ||||
| December 31, 2024 | ||||
| Risk-free interest rate | 3.58% - 4.38% | |||
| Expected term (years) | 2.32 - 5.15 | |||
| Expected volatility | 39.58% - 60.80% | |||
| Expected dividends | 0.00 | % | ||
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, 2024 | $ | - | ||
| Reclassification of Historical Warrants | 2,130,167 | |||
| Issuance of warrant liabilities | 1,563,400 | |||
| Change in fair value of warrant liabilities | (2,198,051 | ) | ||
| Ending balance on December 31, 2024 | $ | 1,495,516 |
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
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 by amortizing the amount recorded as an asset on a straight-line basis over the lease term. Financing lease expense is comprised of both interest expense, which will be recognized using the effective interest method, and amortization of the right-of-use assets. These expenses are presented consistently with other interest expense and amortization or depreciation of similar assets. 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 | December 31, 2024 | ||||
| Operating Leases: | |||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | 9,465,427 | ||
| Current portion of operating lease liabilities | Operating lease, current portion | 669,001 | |||
| Noncurrent portion of operating lease liabilities | Operating lease | 5,636,793 | |||
| Total operating lease liabilities | $ | 6,305,794 | |||
| Finance Leases: | |||||
| Finance lease right-of-use assets | Property, plant, and equipment | $ | 1,374,503 | ||
| Current portion of finance lease liabilities | Finance lease, current portion | 667,718 | |||
| Noncurrent portion of finance lease liabilities | Finance lease | 828,171 | |||
| Total finance lease liabilities | $ | 1,495,889 | |||
Lease cost recognized in the consolidated financial statements is summarized as follows:
| For the Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating lease cost | $ | 1,898,940 | $ | 1,651,539 | ||||
| Finance lease cost: | ||||||||
| Amortization of lease assets | 1,056,784 | 1,205,155 | ||||||
| Interest on lease liabilities | 158,491 | 246,053 | ||||||
| Total finance lease costs | $ | 1,215,275 | $ | 1,451,208 | ||||
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Other supplemental information related to leases is summarized as follows:
| December 31, 2024 | ||||
| Weighted average remaining lease term (in years): | ||||
| Operating leases | 7.89 | |||
| Finance leases | 2.34 | |||
| Weighted average discount rate: | ||||
| Operating leases | 11.03 | % | ||
| Finance leases | 8.28 | % | ||
| Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2024: | ||||
| Operating cash flows from operating leases | $ | 1,480,431 | ||
| Operating cash flows from finance leases | $ | 156,854 | ||
| Financing cash flows from finance leases | $ | 979,170 | ||
The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of December 31, 2024:
| Payments Due by Period | ||||||||||||||||||||||||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Less present value adjustment | 646,471 | 583,434 | 524,555 | 460,933 | 384,684 | 590,038 | ||||||||||||||||||||||
| Operating lease liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Finance leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Less interest | 96,084 | 45,800 | 11,677 | 4,100 | 181 | - | 157,843 | |||||||||||||||||||||
| Finance lease liabilities | $ | 667,061 | $ | 624,502 | $ | 145,355 | $ | 45,735 | $ | 13,237 | $ | - | $ | 1,495,889 | ||||||||||||||
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
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 consolidated financial statements. As a result, no liability related to any such disputes has been recorded at December 31, 2024 or 2023.
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 consolidated financial statements. As a result, no liability for these agreements has been recorded at December 31, 2024 or 2023.
Employment Agreement
The Company has entered into an employment agreement with one executive. This employment agreement was entered into effective as of January 1, 2020 and automatically renews annually. The Company desired the assurance of the executive's continued association and services to retain the executive's experience, skills, abilities, background, and knowledge. The executive’s employment is at-will, and the Company may terminate the employment relationship at any time, with or without cause, and with or without notice. The terms of the agreement stipulate compensation, benefits, specific restrictive covenants, and Company obligations upon termination of the employment agreement, including severance pay calculated as twelve monthly payments of the executive's monthly base salary.
Salary Deferral Program
In 2023, the Company introduced a voluntary salary deferral program in order to facilitate increased employee ownership in the Company, whereby all employees were offered the opportunity to defer a portion of their salaries, in anticipation of some or all of the deferred payments being invested in a future capital raise. Beginning June 28, 2023, Ryan Pratt, Mark Mason, John Berg, and Kellie Chong elected to defer approximately 68%, 68%, 52%, and 25%, respectively, of their salaries as participants in the program along with a number of other employees. The Company subsequently terminated this program and effective September 4, 2023, the Company’s entire executive management team, including Ryan Pratt, CEO and Chairman of the Company, John Berg, the Company’s Chief Financial Officer, Mark Mason, the Company’s Chief Operating Officer, and Kellie Chong, the Company’s Chief Business Officer, voluntarily reduced their salaries by 20% as part of a plan by the Company to reduce expenses. Following the closing of the 2024 Private Placement, the Board of Directors reinstated the salaries of the management team, effective January 1, 2024. The voluntary salary deferred payments were repaid to employees in March 2024 in accordance with the term of the deferral program.
Purchase Order Obligations
As of December 31, 2024 and 2023, the Company had outstanding purchase order obligations of $459,112 and $740,340, respectively, which were not accrued for on the consolidated financial statements.
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 years ended December 31, 2024 and 2023:
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 20,115,900 | $ | 15,078,316 | ||||
| Less: | ||||||||
| Direct materials | 5,067,217 | 4,334,226 | ||||||
| Other direct product costs (a) | 2,234,975 | 2,139,251 | ||||||
| Gross Profit | 12,813,708 | 8,604,839 | ||||||
| Operating Expenses: | ||||||||
| Research and development | 9,707,128 | 10,282,635 | ||||||
| Sales and marketing | 6,251,254 | 5,677,141 | ||||||
| General and administrative | 5,618,389 | 5,569,654 | ||||||
| Total operating expenses | 21,576,771 | 21,529,430 | ||||||
| Segment Operating Loss | (8,763,063 | ) | (12,924,591 | ) | ||||
| Total Other Expense | (1,989,975 | ) | (3,041,703 | ) | ||||
| Net Loss | $ | (10,753,038 | ) | $ | (15,966,294 | ) | ||
| (a) | Includes shipping costs, intangible amortization and overhead. |
11. INCOME TAXES
The Company did have any income tax expense for the years ended December 31, 2024 or 2023.
The provision for income taxes for the years ended December 31, 2024 and 2023 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to a valuation allowance. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or the tax environment changes.
Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
Significant components of the Company's deferred tax assets for federal income taxes consisted of the following:
| 2024 | 2023 | |||||||
| Noncurrent deferred income tax asset arising from: | ||||||||
| Accounts payable | $ | 447,982 | $ | 451,478 | ||||
| Property, plant, and equipment | 19,757 | 5,489 | ||||||
| Equity-based compensation | 240,038 | 204,988 | ||||||
| Contribution carryforward | 7,214 | 6,437 | ||||||
| NOL carryforward | 6,919,774 | 5,633,582 | ||||||
| NEL carryforward | 194,262 | 194,262 | ||||||
| R&D credit | 1,035,384 | 858,020 | ||||||
| Operating lease liability | 1,436,302 | 1,590,439 | ||||||
| Others | 51,152 | 34,890 | ||||||
| Capitalized research and development expense | 4,451,183 | 3,335,888 | ||||||
| Total deferred tax assets | 14,803,048 | 12,315,473 | ||||||
| Noncurrent deferred income tax liability arising from: | ||||||||
| Warrant liabilities | (500,661 | ) | - | |||||
| Trade receivables and prepaid expenses | (518,352 | ) | (500,514 | ) | ||||
| Operating lease ROU asset | (1,330,370 | ) | (1,579,741 | ) | ||||
| Total deferred income tax liabilities | (2,349,384 | ) | (2,080,255 | ) | ||||
| Net noncurrent deferred income tax asset | 12,453,664 | 10,235,218 | ||||||
| Valuation allowance | (12,453,664 | ) | (10,235,218 | ) | ||||
| Net | $ | - | $ | - | ||||
In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to realize deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of December 31, 2024, and 2023.
The Company does have unrecognized tax benefits as of December 31, 2024, or 2023. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
On August 9, 2022, the U.S. Government enacted the U.S. CHIPS and Science Act (“CHIPS Act”). The CHIPS Act creates a 25% investment tax credit for certain investments in domestic semiconductor manufacturing. The credit is provided for qualifying property, which is placed in service after December 31, 2022, and any impact to the Company would start in fiscal 2023. On August 16, 2022, the U.S. Government enacted the Inflation Reduction Act. The Inflation Reduction Act impact to the Company would start in fiscal 2023. The Inflation Reduction Act introduces a new 15% corporate minimum tax, based on adjusted financial statement income of certain large corporations. Applicable corporations would be allowed to claim a credit for the minimum tax paid against regular tax in future years. The Inflation Reduction Act also includes an excise tax that would impose a 1% surcharge on stock repurchases. This excise tax is effective January 1, 2023. The Company is currently evaluating the effect the CHIPS Act and the Inflation Reduction Act will have on its consolidated financial statements. At present, the Company does not expect that any of the provisions included in the two aforementioned pieces of legislation will result in a material impact to the Company’s deferred tax assets, liabilities, or income taxes payable.
The Company had net operating loss carryforwards (“NOL”) for federal and state income tax purposes at December 31, 2024, and December 31, 2023 of approximately:
| December 31, | ||||||||
| Combined NOL Carryforwards: | 2024 | 2023 | ||||||
| Federal | $ | 32,951,304 | $ | 26,826,582 | ||||
| State | $ | 9,836,072 | $ | 9,836,072 | ||||
The net operating loss carryforwards generated before 2018 begin expiring in 2033 for federal and 2028 for state income tax purposes. Federal and state net operating losses generated in 2018 and into the future now have an indefinite life.
| December 31, | ||||||||
| Combined Credit Carryforwards: | 2024 | 2023 | ||||||
| Federal | $ | 1,035,384 | $ | 858,020 | ||||
The credit carryforwards begin expiring in 2035 for federal tax purposes.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The annual limitation amount is determined based on the Company's value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.
A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows:
| December 31, | ||||||||
| Rate reconciliation: | 2024 | 2023 | ||||||
| Federal tax benefit at the statutory rate | (21.0 | )% | (21.0 | )% | ||||
| State tax, net of federal benefit | (0.5 | )% | (2.0 | )% | ||||
| Other | 1.2 | % | 1.0 | % | ||||
| Stock-based compensation shortfalls (windfalls) | 1.4 | % | — | % | ||||
| Research & development credits | (1.6 | )% | (2.2 | )% | ||||
| Change in the valuation allowance | 20.6 | % | 24.2 | % | ||||
| Income Tax Expense (Benefit) | — | % | — | % | ||||
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company’s tax returns remain subject to examination; carryforward amounts from all tax years remain subject to adjustment.
Potential 382 Limitation
At December 31, 2024, the Company had federal NOL and R&D credit carryforwards of approximately $32,951,304 and $1,035,384, respectively, which are generally available to offset future taxable income subject to any future “ownership change”.
A company’s ability to deduct its federal NOL and R&D credit carryforwards can be substantially constrained under the general annual limitation rules of Section 382 of the Code, as well as similar State provisions, if it were to undergo an ownership change. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of a company's outstanding stock by certain stockholders or public groups.
If the Company were to experience an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. The Section 382 limitation is a limitation on the amount of a new loss corporation’s post-change year taxable income that can be offset by the old loss corporation’s pre-change NOLs. Any such limitation may result in the expiration of a portion of the Company's NOL or R&D credit carryforwards before utilization. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the Company's deferred tax valuation allowance.
The Company is a “loss corporation” within the definition of Section 382. As such, it has evaluated whether it has experienced “ownership changes,” as defined by Section 382. The Company believes it experienced such an ownership change in March 2024; as such, the Company’s loss and credit attributes in existence at that time are subject to an annual limitation on utilization. The Company does not believe this limitation will result in any permanent loss of attributes, rather the limitation will only impact the timing of such utilization. Future ownership changes may produce additional limitations and potentially result in a loss of attributes.
As of December 31, 2024, no amounts were considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740. The Company has a full deferred tax valuation allowance as of December 31, 2024.
Guerrilla RF, Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
12. Related Party Transactions
See Note 5 – Debt – Convertible Notes Payable for details regarding the conversion of the Convertible Notes in connection with the 2024 Private Placement.
See Note 5 – Debt – Salem Loan Facility for details regarding AMB Investments, LLC participation in the Salem Loan Facility, and the debt conversion in connection with the 2024 Private Placement.
Participation in the 2024 Private Placement
Certain existing shareholders, including investors affiliated with certain of our directors and officers, purchased an aggregate of 612,473 Units in conjunction with the initial closing of the 2024 Private Placement on March 28, 2024.
Participation in 2022/23 PIPE
Certain existing shareholders, including investors affiliated with certain of our directors and officers, purchased an aggregate of 45,383 Units in conjunction with the 2022/23 PIPE through all closings during the period December 2022 through February 2023.
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 Internal Revenue Code. The Company’s contributions to the plan are at the discretion of Executive Management with Board of Directors advisement. The Company made $346,297 and $378,177 of contributions to the plan in 2024 and 2023, respectively.
14. Subsequent Events
None
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 December 31, 2024, the end of the period covered by this Annual Report on Form 10-K. 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 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, as a result of the material weakness in internal controls over financial reporting described below, management concluded that our disclosure controls and procedures were not effective as of December 31, 2024.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.
Material Weakness in Internal Control over Financial Reporting
As a public company, we are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with this Annual Report on Form 10-K. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The SEC defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be detected or prevented on a timely basis. Management conducted an evaluation of the effectiveness, as of December 31, 2024, of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management identified control deficiencies in its internal control over financial reporting as of December 31, 2024 related to our accounting for and review of significant unusual transactions. Because it was concluded that these deficiencies represented a material weakness in the aggregate, management determined that our internal control over financial reporting was not effective as of December 31, 2024.
As an “emerging growth company” under the JOBS Act, we are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, our independent registered public accounting firm has not audited or issued an attestation report with respect to the effectiveness of our internal control over financial reporting as of December 31, 2024.
Management’s Plan to Remediate the Material Weakness
Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and are operating effectively for a sufficient period of time. The remediation actions include:
| ● |
Hiring of Mike-John Williams as Chief Financial Officer effective January 8, 2025; |
| ● |
Formalization of separate policies and procedures surrounding significant unusual transactions; |
| ● |
Enhancement of management review controls of significant unusual transactions; and |
| ● |
Establishment of controls surrounding detailed ledgers related to equity-linked instruments; |
Management is committed to maintaining a strong internal controls environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We have documented key procedures and controls using a risk-based approach and have, therefore, made progress toward remediation. We continue to implement our remediation plan, which includes continued engagement of an external financial consulting firm to enhance financial reporting and operations as well as design and implementation of controls. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and management is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial Reporting
Other than described above, there have been no changes in our internal control over financial reporting that occurred during our fourth quarter of 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Trading Arrangements of Section 16 Reporting Persons
During the year ended December 31, 2024, 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 10b5-1 trading arrangement” or “non-Rule 10b5-1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
(a) Directors and Executive Officers – The information required by this Item regarding directors, nominees and executive officers of the Company is set forth in the Proxy Statement under the sections captioned “Proposal 1 – Election of Directors” and “Executive Officers of the Company,” which sections are incorporated herein by reference.
(b) Section 16(a) Compliance – The information required by this Item regarding compliance with Section 16(a) of the Exchange Act is set forth in the Proxy Statement under the section captioned “Delinquent Section 16(a) Reports,” which section is incorporated herein by reference.
(c) Audit Committee – The information required by this Item regarding the Company’s Audit Committee, including the Audit Committee financial expert, is set forth in the Company’s Proxy Statement under the sections captioned “Board Committees – Audit Committee” and “Board Committees – Audit Committee – Audit Committee Report,” which sections are incorporated herein by reference.
(d) Code of Ethics – The information required by this Item regarding the Company’s code of ethics is set forth in the Proxy Statement under the section captioned “Code of Business Conduct and Ethics,” which section is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Proxy Statement under the sections captioned “Executive Compensation,” “Summary Compensation Table,” “Outstanding Equity Awards at 2024 Fiscal Year-End,” and “Director Compensation,” which sections are incorporated herein by reference.
AWARDS MADE TO NAMED EXECUTIVE OFFICERS
During the fiscal year ended December 31, 2024, the Company did not award an option or other right to purchase or acquire shares of its common stock during any period beginning four business days before the filing of a periodic report on Form 10-Q or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such a report to any of the Company’s “named executive officers” (as such persons are specified in the Company’s Proxy Statements for its 2023 or 2024 Annual Meeting of Shareholders).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is set forth in the Proxy Statement under the sections captioned “Security Ownership of Certain Beneficial Owners” and “Beneficial Ownership Table" which sections and Item are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is set forth in the Proxy Statement under the sections captioned “Proposal 1 – Election of Directors,” “Transactions with Related Persons,” and “Board Committees,” which sections are incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is set forth in the Proxy Statement under the section captioned “Audit Fees Paid to Independent Registered Public Accounting Firm,” which section is incorporated herein by reference. Our independent registered public accounting firm is Forvis Mazars, LLP, Raleigh, NC, PCAOB Firm ID No. 57.
ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
| 1. |
Consolidated Financial Statements |
The consolidated financial statements required in response to this item are filed in Item 8 of this Annual Report on Form 10-K.
| 2. |
Consolidated Financial Statement Schedules |
All consolidated financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
| 3. |
Exhibits |
| 31.1 |
X |
|
| 31.2 |
X |
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| 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 |
| 97.1 | Excess Incentive-Based Compensation Recovery Policy | 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 Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL and contained in Exhibit 101. |
X |
| + |
Indicates a management contract or any compensatory plan, contract, or arrangement. |
| ** |
Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC. |
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None.
SIGNATURES
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: March 27, 2025 |
By: |
/s/ Ryan Pratt |
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Ryan Pratt Chief Executive Officer (principal executive officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Ryan Pratt |
Chief Executive Officer, and Chairman of |
March 27, 2025 | ||
| Ryan Pratt | the Board of Directors |
|||
| (Principal Executive Officer) | ||||
| /s/ Mike John-Williams |
Chief Financial Officer |
March 27, 2025 | ||
| Mike John-Williams | (Principal Accounting and Financial Officer) | |||
| /s/ Susan Barkal | Director | March 27, 2025 | ||
| Susan Barkal | ||||
| /s/ David Bell |
Director |
March 27, 2025 | ||
| David Bell | ||||
| /s/ James E. Dunn |
Director |
March 27, 2025 | ||
| James (Jed) E. Dunn | ||||
| /s/ William J. Pratt |
Director |
March 27, 2025 | ||
| William J. Pratt | ||||
| /s/ Gary Smith |
Director |
March 27, 2025 | ||
| Gary Smith | ||||
| /s/ Virginia Summerell | Director | March 27, 2025 | ||
| Virginia Summerell | ||||
| /s/ Greg Thompson |
Director |
March 27, 2025 | ||
| Greg Thompson |
||||
| /s/ Thomas B. Ellis | Director | March 27, 2025 | ||
| Thomas B. Ellis | ||||
| /s/ Todd B. Hammer | Director | March 27, 2025 | ||
| Todd B. Hammer | ||||
Exhibit 4.6
Description of the Registrant’s Securities
Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
Guerrilla RF, Inc. (“we,” “our,” “us,” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, $0.0001 par value per share.
The following information is a summary of information concerning our common stock, and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation, as amended by Certificates of Amendment thereto, including the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on August 5, 2024 (the “Certificate of Designations”, and collectively, our “Certificate of Incorporation”) and our Amended and Restated Bylaws (our “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.6 is a part.
Authorized Capital Stock
Our authorized capital stock consists of 50,000,000 shares of common stock, and 10,000,000 shares of preferred stock, $0.0001 par value per share, 22,000 of which shares are designated as “Series A Convertible Preferred Stock” and the remainder of which are undesignated. The outstanding shares of our common stock are, when paid for, duly authorized, validly issued, fully paid and nonassessable.
Dividends
Subject to the rights of the holders of any outstanding preferred stock, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at the times and in the amounts that our Board of Directors may determine.
Voting
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. No holder of common stock is entitled to cumulate votes in voting for directors.
No Preemptive or Similar Rights
Holders of our common stock have no preemptive rights. Our common stock is not subject to redemption or sinking fund provisions.
Liquidation
In the event of our liquidation, dissolution or winding-up, holders of our common stock are entitled to receive, pro rata, our assets which are legally available for distribution, after satisfaction of all outstanding debt and liabilities, and subject to the prior rights of any outstanding preferred stock.
Preferred Stock
Our Board of Directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions thereof. Our Board of Directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have the effect of delaying, deferring, or preventing a change in our control and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.
Series A Convertible Preferred Stock
On August 5, 2024, we issued an aggregate of 22,000 shares of the Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A preferred shares”), which have a stated value of $1,000 per share and are initially convertible into 7,213,115 shares of common stock at the election of the holder. Alternatively, each Series A preferred share will automatically immediately prior to the initial listing of the common stock on a national securities exchange.
General
Each Series A preferred share has the powers, designations, preferences and other rights as are set forth in the Certificate of Designations. The Series A preferred shares rank senior to the common stock with respect to dividends, distributions and payments on liquidation, winding-up and dissolution.
Voting
Pursuant to the Certificate of Designations, holders of Series A preferred shares are entitled to vote on an as-converted basis with the common stock.
Liquidation
The Series A preferred shares are subject to automatic redemption for cash upon a “Fundamental Transaction” by us, which includes a merger, sale of all or substantially all our assets, recapitalization, or the sale of more than 50% of the voting stock of the Company. In such event, the redemption price would be equal to the greater of the stated value of the Series A preferred shares or the consideration per share of common stock in the Fundamental Transaction (or in the absence of such consideration, the volume-weighted average price of the Company’s common stock immediately preceding the closing of the Fundamental Transaction).
Dividends
The Series A preferred shares participate with the holders of the common stock on an as-converted basis to the extent any dividends are declared on common stock, although the Series A preferred shares will not accrue a fixed dividend.
Anti‑takeover Provisions
Some provisions of Delaware law and our Certificate of Incorporation and our Bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests, including transactions that provide for payment of a premium over the market price for our shares.
Undesignated Preferred Stock
The ability of our Board of Directors, without action by our stockholders, to issue up to 9,978,000 shares of undesignated preferred stock with voting or other rights or preferences as designated by our Board of Directors could impede the success of any attempt to effect a change in control of the Company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of the Company.
Anti-Takeover Provisions
The provisions of the Delaware General Corporation Law (the “DGCL”), our Certificate of Incorporation and our Bylaws could have the effect of delaying, deferring or discouraging another person from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging coercive takeover practices and inadequate takeover bids. They are also designed to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the date such person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner or certain other exceptions are met. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in a financial benefit to an interested stockholder. An “interested stockholder” includes a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. The existence of this provision generally will have an antitakeover effect for transactions not approved in advance by the Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
Certificate of Incorporation and Bylaw Provisions
Our Certificate of Incorporation and our Bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company. Certain of these provisions are summarized below:
• Board Vacancies. Our Certificate of Incorporation and Bylaws authorize only our Board of Directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our Board of Directors is permitted to be set only by a resolution adopted by a majority vote of our entire Board of Directors. These provisions would prevent a stockholder from increasing the size of our Board of Directors and then gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our Board of Directors but promotes continuity of management.
• Classified Board. Our Certificate of Incorporation and Bylaws provide that our Board of Directors is classified into three classes of directors, each with staggered three-year terms. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified Board of Directors.
• Directors Removed Only for Cause. Our Certificate of Incorporation provides that stockholders may only remove a director for cause, and only by the affirmative vote of the holders of at least two-thirds of our outstanding common stock.
• Elimination of Stockholder Action by Written Consent; Special Meetings of Stockholders. Our Certificate of Incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, holders of our capital stock would not be able to amend our Bylaws or remove directors without holding a meeting of our stockholders called in accordance with our Bylaws. Further, our Bylaws provide that special meetings of our stockholders may be called only by a majority of our Board of Directors, the chairman of our Board of Directors, or our chief executive officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.
• Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our Bylaws establish advance notice procedures with respect to proposals and the nomination of candidates for election as director. Our Bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. These provisions may defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.
• No Cumulative Voting. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors.
• Supermajority Requirement for Amendment of Charter Provisions. Our Certificate of Incorporation provides that the affirmative vote of the holders of least 66 2/3% of our outstanding common stock is required to amend certain provisions of our Certificate of Incorporation.
• Choice of Forum. Our Certificate of Incorporation provides that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to the Company or our stockholders; (iii) any action asserting a claim against us arising pursuant to the DGCL, our Certificate of Incorporation or our Bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Our Bylaws provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, which we refer to as a Federal Forum Provision. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. Although there can be no assurance that federal courts or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Although neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder also must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, NY 11598.
Exchange Listing
Our common stock is quoted on the OTC Markets Group trading platform under the symbol “GUER.”
Exhibit 10.23
FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to the Executive Employment Agreement (the “Amendment”) by and between Guerrilla RF, Inc. (the “Company”) and the undersigned executive officer (the “Executive”), made and entered into effective as of January 1, 2020 (the “Employment Agreement”), is made as of the ___ day of ______________, 2025 (the “Effective Date”).
WHEREAS, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1 and The Nasdaq Stock Market LLC (“Nasdaq”) has established Listing Rule 5608 with respect to “erroneously awarded compensation” (as defined in Listing Rule 5608); and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement as provided herein to implement compliance by the Company and the Executive with the requirements of Rule 10D-1 and Listing Rule 5608.
NOW, THEREFORE, the Company and the Executive agree as follows:
Section 1. The Company and the Executive agree that the Excess Incentive-Based Compensation Recovery Policy adopted by Compensation Committee of the Board of Directors of the Company (the “Board”) and ratified by the Board, dated December 11, 2024, and all amendments thereto hereafter adopted by the Compensation Committee (the “Policy”), shall be deemed applicable to all existing and future Incentive-Based Compensation Awards (as such term is defined in the Policy) awarded to the Executive.
Section 2. The Executive agrees to promptly perform and comply with all recovery actions taken by the Compensation Committee, or by the Company at the direction of the Compensation Committee, pursuant to the Policy.
Section 3. Except as specifically provided in this Amendment, the terms, conditions and provisions of the Employment Agreement shall remain in full force and effect.
[Signatures on Following Page]
Executed and delivered as of the Effective Date:
GUERRILLA RF, INC.
By:
Mike John-Williams
Chief Financial Officer
EXECUTIVE
By:
Ryan Pratt
Exhibit 10.24
CLAWBACK AGREEMENT
This Clawback Agreement (the “Agreement”) by and between Guerrilla RF, Inc. (the “Company”) and the undersigned executive officer (the “Executive”) is made as of the ___ day of ______________, 2025 (the “Effective Date”).
WHEREAS, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1 and The Nasdaq Stock Market LLC (“Nasdaq”) has established Listing Rule 5608 with respect to “erroneously awarded compensation” (as defined in Listing Rule 5608); and
WHEREAS, the Executive has not entered into an employment agreement with the Company;
WHEREAS, the Company and the Executive desire to enter into this Agreement to implement compliance by the Company and the Executive with the requirements of Rule 10D-1 and Listing Rule 5608.
NOW, THEREFORE, the Company and the Executive agree as follows:
Section 1. The Company and the Executive agree that the Excess Incentive-Based Compensation Recovery Policy adopted by Compensation Committee of the Board of Directors of the Company (the “Board”) and ratified by the Board, dated December 11, 2024, and all amendments thereto hereafter adopted by the Compensation Committee (the “Policy”), shall be deemed applicable to all existing and future Incentive-Based Compensation Awards (as such term is defined in the Policy) awarded to the Executive.
Section 2. The Executive agrees to promptly perform and comply with all recovery actions taken by the Compensation Committee, or by the Company at the direction of the Compensation Committee, pursuant to the Policy.
Section 3. Except as specifically provided in this Agreement, the terms, conditions and provisions of the Executive’s employment by the Company shall remain in full force and effect.
[Signatures on Following Page]
Executed and delivered as of the Effective Date:
GUERRILLA RF, INC.
By:
Ryan Pratt
Chief Executive Officer
EXECUTIVE
By:
[insert name of Executive Officer]
Exhibit 19.1
INSIDER TRADING
AND
SECTION 16 REPORTING
POLICY
OF
GUERRILLA RF, INC.
AND ITS SUBSIDIARIES
ADOPTED AS OF DECEMBER 11, 2024
Guerrilla RF, Inc. (the “Company”) is a public company, the common stock of which is registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Exchange Act, the Company files periodic reports and proxy statements with the Securities and Exchange Commission (“SEC”). Investment by executive officers and directors in the Company’s stock is generally desirable and encouraged. However, such investments should be made with caution and with recognition of the legal prohibitions against the use of nonpublic or other confidential information by “insiders” to achieve a profit or avoid a loss.
For the purpose of complying with SEC Rule 10b-5, the Board of Directors of the Company, through its approval of this Policy, defines an “insider” as (1) any director of the Company, (2) the Chief Executive Officer, the Chief Operating Officer, the Chief Business Officer and the Chief Financial Officer of the Company, (3) each officer of the Company, who directly reports to the Chief Executive Officer, and (4) any other employee of the Company or any of its subsidiaries so designated by the Compliance Officer and listed on the attached Appendix A (which such appendix will be amended from time to time as appropriate). (It should be noted that direct and indirect beneficial ownership transactions, along with family holdings and other ownership arrangements (e.g. through a limited liability company, a partnership or a corporation) may also qualify for inclusion as an insider subject to all relevant rules and regulations, including this Policy. See “Section 16 Reporting” below for additional guidance.) As an insider of a public company, you have the responsibility not to participate in the market for the Company’s stock while in possession of material, nonpublic information about the Company. There are severe civil and criminal penalties if you wrongly obtain or use such material, nonpublic information when you are deciding whether to buy or sell securities, or if you give that information to another person who uses it in buying or selling securities. If you do buy or sell securities while in possession of material nonpublic information, you will not only have to pay back any money you made, but you could be found guilty of criminal charges, and face substantial fines or even prison. Additionally, the Company could be held liable for your violations of insider trading laws.
Directors, certain executive officers and beneficial owners of more than 10% of the Company’s securities (the “Section 16 Insiders”) also have the responsibility to comply with the “short-swing profit” rule in Section 16(b) and file periodic reports regarding changes in their ownership of the Company’s stock pursuant to Section 16(a) of the Exchange Act. Violations or failure to comply with these Section 16 restrictions can also result in an SEC enforcement action.
In order to avoid these severe consequences, the Company has developed this Policy to briefly explain the insider trading laws, set forth the Company’s trading guidelines for insiders and Section 16 Insiders, and describe the procedures that Section 16 Insiders should follow to ensure the timely filing of their Section 16 reports with the SEC. However, it does not address all possible situations that you may face. In addition, you need to understand your obligations under the Exchange Act regarding the selective disclosure of confidential information to ensure compliance with SEC Regulation FD, which requires “fair disclosure” of material, non-public information.
Please contact the Compliance Officer with any questions on insider trading or these guidelines and procedures.
INSIDER TRADING CONCEPTS
What is “Inside” Information?
Inside information includes anything you become aware of because of your “special relationship” with the Company as an insider, which has not been disclosed to the public. The information may be about the Company or any of its subsidiaries or other affiliates. It may also include information you learn about another company, for example, companies that are current or prospective customers or suppliers to the Company or a subsidiary or those with which the Company may be in negotiations regarding a potential transaction.
What is “Material” Information?
Information is material if a reasonable investor would think that it is important in deciding whether to buy, sell or hold stock, or if it could affect the market price of the stock. Either positive or negative information may be material. If you are unsure whether the information is material, you should either consult the Compliance Officer before making any decision to disclose such information (other than to Company insiders who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.
Examples of material information typically include, but are not limited to:
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financial problems; |
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estimates of future earnings or losses; |
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events that could result in restating financial information; |
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a proposed acquisition or sale; |
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beginning or settling a major lawsuit; |
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changes in executive management; |
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changes in dividend policies; |
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declaring a stock split; |
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a stock, bond or other debt offering; |
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intellectual property rights; |
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research and development into new products and/or offerings; |
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winning a large new contract (or losing a large contract); or |
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the gain or loss of a significant customer. |
What is “Nonpublic” Information?
Nonpublic information is information that has not yet been made public by the Company. Information only becomes public when the Company makes an official announcement (in a publicly accessible conference call, a press release or in SEC filings, for example) and people have had an opportunity to see or hear it. Therefore, you should not buy or sell the Company’s stock or other securities before the public announcement of material information. It is usually safe to buy or sell stock after the information is officially announced, as long as you do not know of other material information that has not yet been announced. Even after the information is announced, you should generally wait a minimum of two (2) full trading days before buying or selling securities to allow the market to absorb the information.
What is a “Purchase” or a “Sale”?
This Policy prohibits purchases and sales while you are aware of material, nonpublic information. The terms “purchase,” “sell” and “sale” encompass not only traditional purchases and sales but also any arrangement by which those subject to this Policy change their economic exposure to changes in the price of the Company’s stock. For example, a “purchase” or “sale” would include a purchase of a standardized put or call option, the writing of put or call options, selling stock short, buying or selling securities convertible into other securities, or merely engaging in a private agreement where the value of the agreement varies in relation to the price of the underlying security. A disposition of stock by gift is deemed a “sale” for purposes of this Policy and the federal securities laws.
Compliance Officer
The Company has designated its Director of SEC Reporting Compliance as the individual responsible for ensuring compliance with this Policy (the “Compliance Officer”). The duties of the Compliance Officer include the following:
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assisting with implementation and enforcement of the Policy; |
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ensuring this Policy and other appropriate materials are made available to all insiders; |
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pre-clearing all transactions involving the Company’s securities by Section 16 Insiders and other insiders, as applicable, in accordance with the procedures set forth in this Policy; |
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assisting in the preparation and filing of Section 16 reports for all Section 16 Insiders; |
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after discussion with the Company’s Chief Executive Officer and Chief Financial Officer, designating and announcing restricted trading periods during which the Company’s insiders may not trade in Company securities; and |
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coordinating with Company counsel regarding all securities compliance matters. |
TRADING GUIDELINES AND REQUIREMENTS
Prohibition Against Trading While In Possession of Material Nonpublic Information
You may not purchase or sell stock or other securities of the Company, or of any other company, when you are aware of any material, nonpublic information about the Company or that other company, no matter how you learned the information. You also must not “tip” or otherwise give material, nonpublic information to anyone, including people in your immediate family, friends or anyone acting for you (such as a stockbroker).
Policy for Trading While Not in Possession of Material Non-Public Information
As an insider, you may not purchase or sell stock or other securities of the Company during a restricted trading period or if you are in possession of material, non-public information. Ordinarily, either the Chief Executive Officer or the Compliance Officer will communicate the beginning and end of any restricted trading period to the Company’s insiders. If you are uncertain as to whether a restricted trading period is in effect, then, before trading in the Company’s stock you should contact the Compliance Officer to inquire if a restricted trading period is in effect and to obtain pre-clearance of the contemplated trade.
Before any Section 16 Insider engages in any transaction involving the Company’s securities, such individual must pre-clear the proposed transaction with the Compliance Officer. Until the Compliance Officer provides pre-clearance for the proposed transaction, such Section 16 Insider shall not execute any transaction.
Under the securities laws, Company securities which are held in the name of the spouse or minor children of Section 16 Insiders will generally be regarded as beneficially owned by the Section 16 Insider. In addition, Company securities held in the name of other persons who are members of the household of a Section 16 Insider (regardless of whether such other persons are related or unrelated to the Section 16 Insider), will be presumed to be beneficially owned by the Section 16 Insider. Therefore, trades in Company securities by any spouse, minor children or other persons who are members of the household of the Section 16 Insider must be pre-cleared in accordance with the procedure set forth in this Policy.
There are certain types of “Permitted Transactions” which are ordinarily permissible and for which you should expect to receive prompt pre-clearance, absent a restriction discussed herein:
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acceptance or purchase of a stock option or other “option-like” awards issued or offered under one of the Company’s employee stock option plans in compliance with this Policy, including elections to acquire stock options in lieu of other compensation or the cancellation or forfeiture of options pursuant to the plans; |
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● |
vesting of stock options of the Company or shares of restricted stock of the Company and any related stock withholding; |
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● |
exercise of stock options issued under the Company’s stock option plans in a stock-for-stock exercise, payment of the exercise price in shares of the Company’s stock, and any related stock withholding transactions but not any sale of the Company’s stock acquired in the option exercise; |
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acceptance of shares of restricted stock or restricted stock units under an employee benefit plan of the Company; |
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purchase of shares of the Company’s stock through a stock purchase plan allowing, reinvestment of dividends, but not optional cash purchases; |
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transferring shares of the Company’s stock to an entity that does not involve a change in the beneficial ownership of the shares, such as to an inter vivos trust of which you are the sole beneficiary during your lifetime; |
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making payroll contributions to a retirement deferred compensation, profit sharing or similar plan (a “Stock Plan”), but not intra-plan transfers involving one of the stock funds in a Stock Plan nor a change in “investment direction” under the Stock Plan to increase or decrease your percentage investment contribution allocated to a Company’s stock fund; |
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acquisition of shares or share units in a deferred compensation plan for directors and/or executive officers, but not intra-plan transfers involving any of the stock unit accounts in such a plan; |
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acquisition or disposition of the Company’s stock in a stock split, stock dividend, or other transaction affecting all shareholders equally; |
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execution of a transaction pursuant to a contract, instruction, or plan described in Exchange Act Rule 10b5-1(c) but only if, with respect to directors and executive officers, the contract, instruction or plan requires the broker or other counter-party to notify the Company’s Compliance Officer immediately upon execution of a transaction in the Company’s stock pursuant to the plan; or |
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any other transaction designated by the Board of Directors of the Company or any committee thereof, with reference to this Policy, as a Permitted Transaction. |
Restricted trading periods are periods designated by the Company as times in which you may not trade in the Company’s stock regardless of your actual possession or non-possession of material, non-public information. These restricted trading periods are instituted by the Company for a variety of reasons. One such restricted trading period is instituted prior to the Company releasing its quarterly results. Because management seeks to provide the members of the Board of Directors of the Company with briefing materials well in advance of each Board meeting, this restricted period begins on the earlier of (1) the sixth (6th) business day preceding and (2) the actual day such briefing materials are received by an insider before the Board meeting occurring in the third month of every calendar quarter (March, June, September and December) and lasts until the beginning of the third (3rd) full trading day after the Company announces results for such quarter.
The Sarbanes-Oxley Act of 2002 and Regulation BTR require the Company to absolutely prohibit all purchases, sales or transfers of the Company securities by insiders during a retirement plan (including, but not limited to, pension plans and 401-K plans) blackout period. A retirement plan blackout period exists whenever 50% or more of the plan participants are unable to conduct transactions in their accounts for more than three consecutive days. These blackout periods typically occur when there is a change in the retirement plan’s trustee, record keeper or investment manager. You will be contacted when these or other restricted trading periods are instituted from time to time.
In addition to making sure a restricted trading period is not in effect, the pre-clearance procedure is necessary to assist Section 16 Insiders in preventing violations of the Section 16(b) short-swing profit rule. As you may know, Section 16 Insiders will be held liable to the Company for any “short-swing profits” resulting from a non-exempt purchase and sale or sale and purchase within a period of less than six (6) months. Similarly, any profits realized by you upon a trade during a pension blackout period are recoverable by the Company (whether or not there is a “matching” transaction in contrast to short swing trading). The Sarbanes-Oxley Act empowers the SEC to cause the Company to contribute these disgorged profits into a public fund to be used for restitution to the victims of such violations. Although compliance with Section 16(b) and other restricted trading periods is your responsibility, pre-clearance of all trades will allow the Company to assist you in preventing any inadvertent violations.
If, upon requesting clearance, you are advised that the Company’s stock may be traded, you may buy or sell the stock within four (4) business days after clearance is granted, but only if you are not otherwise in possession of material, non-public information. If for any reason the trade is not completed within four (4) business days, pre-clearance must be obtained again before the Company’s stock may be traded.
If, upon requesting clearance, you are advised that the Company’s stock may not be traded, you may not engage in any trade of any type under any circumstances, nor may you inform anyone (other than the Company’s insiders) of the restriction. You may reapply for pre-clearance at a later date when trading restrictions may no longer be applicable. Section 16 Insiders must “pre-clear” all trading in securities of the Company.
Pre-Clearance Policy for Rule 10b5-1(c) Plans
You may not Adopt, modify or terminate a trading plan under SEC Rule 10b5-1(c) at any time, without prior clearance. Before entering into a trading plan you must contact the Compliance Officer to inquire if a restricted trading period is in effect and to obtain pre-clearance of the contemplated plan. You may only enter into a trading plan when you are not in possession of material, non-public information. In addition, you may not enter into or modify a trading plan during a retirement plan blackout period. Once a trading plan is pre-cleared, trades made pursuant to the plan will not require additional pre-clearance, but only if the plan specifies the dates, prices and amounts of the contemplated trades or establishes a formula for determining dates, prices and amounts and complies with all of the conditions set forth in Rule 10b5-1(c). As discussed under “Section 16 Reporting” below, transactions made under a trading plan by Section 16 Insiders should be promptly reported to the Compliance Officer.
STOCK OPTIONS AND OTHER BENEFIT PLANS
Certain of the restrictions and reporting obligations discussed above may also apply to the receipt and exercise of stock options or the sale of the underlying stock following an option exercise, such as reporting the grant or exercise of an option on a Form 4. If you are contemplating exercising any stock options, or making changes to your elections under any Company’s stock purchase plan, you should contact the Compliance Officer to determine whether there are any restrictions applicable.
UNAUTHORIZED DISCLOSURE OF MATERIAL, NONPUBLIC INFORMATION PROHIBITED
No employees, officers, directors or agents of the Company may disclose material, nonpublic information about the Company or any company with whom the Company deals to anyone outside the Company unless authorized to do so. The Company may authorize disclosure of material, nonpublic information to individuals not subject to this Policy, but may condition such authorization by requiring you to have the party to whom you are disclosing that information agree not to disclose the information or trade in the Company’s securities until the information is publicly disclosed.
Tipping
You can be held responsible not only for your own insider trading, but also for trading performed by anyone to whom you disclose material, nonpublic information. Even if those to whom you disclose such information do not trade while aware of the information, you can be responsible for the trades of persons who received material, nonpublic information indirectly from you if you are the ultimate source of their information. You may be responsible for such trades whether or not you derive any personal benefit from disclosing such information. Third parties could easily misconstrue casual remarks you make in which you recommend a purchase, sale, or hold of the Company’s or other companies’ securities as being based on material, nonpublic information. Consequently, you should exercise caution in making any such recommendations.
Authorization to Disclose Material, Nonpublic Information
The SEC has enacted Regulation FD, which explicitly bans selective disclosure of material nonpublic information. Generally, Regulation FD provides that when a public company (such as the Company) discloses material, nonpublic information, it must provide broad, non-exclusionary public access to the information. Violations of Regulation FD can result in SEC enforcement actions, potentially resulting in injunctions and severe monetary penalties. Consequently, the Company authorizes only certain employees and agents (such as senior executives and investor relations personnel) to make disclosures of material, nonpublic information. Unless you are authorized to do so by the Company, you should refrain from discussing material, nonpublic information with anyone not subject to this Policy. Even in discussions with others who are subject to this Policy, you should consider the consequences of disclosing material, nonpublic information to them. By doing so, you would cause these individuals to be prohibited from trading in the Company’s securities until the information is publicly disclosed. Accordingly, you should restrict the dissemination of material, nonpublic information to the Company’s employees and agents having a need to know the information in order to serve the Company’s interests.
Non-Disclosure Agreements
The Company employees, officers, directors or agents that are involved in transactions or other negotiations with third parties that require the disclosure of material, nonpublic information concerning the Company to such third parties should have those third parties sign a non-disclosure agreement which requires that (1) the recipient of the information will not disclose the information to others and (2) the recipient may not trade on such information until the information has been publicly disclosed.
SECTION 16 REPORTING
Overview
The SEC’s rules under Section 16(a) of the Exchange Act impose reporting requirements on directors, certain executive officers and beneficial owners of more than 10% of the Company’s securities (the “Section 16 Insiders”). In addition to the obvious direct ownership transactions, the reporting requirements usually extend to include transactions relating to direct and indirect beneficial ownership and “family holdings”, among others. In general, a person is deemed to be a beneficial owner of securities, subject to the insider reporting requirements, if that person has or shares the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. Likewise, family holdings are subject to the insider reporting requirements when they share the same residence. Family holdings include, but are not limited to, holdings of: spouses; parents; children; siblings; grandparents; grandchildren; and in-laws. Additionally, there are specific rules regarding the application of the beneficial ownership definition to trust holdings and transactions. Due to the complicated nature surrounding the reporting requirements for the extended ownership structures, the Compliance Officer must be contacted for pre-clearance prior to the execution of any transaction that might fall under the Section 16 reporting requirements. If there is any change in your ownership of the Company securities at any time, other than through certain exempt Company benefit plans, you will be required to file a Form 4 with the SEC reporting the change. In virtually all cases, the Form 4 must be filed with and received by the SEC no later than the second business day following the execution date of the transaction. For transactions under Rule 10b5-1(c) trading plans or certain discretionary transactions within exempt Company benefit plans (for example, fund switching transactions), the Form 4 may not be due until the second business day following the date your broker or plan administrator notifies you of the execution date, but in no event more than five business days after the execution date.
You are also required to report certain exempt transactions to the SEC at year-end on a Form 5. The number and types of transactions eligible for Form 5 reporting are very limited. Coupled with the complexity of determining the time for filing reports in the situations described above, pre-clearance of all proposed transactions is essential to our ability to assist Section 16 Insiders in making the proper filings in the required time frames.
Consequences of Delinquent Filings
The consequences of a late filing or the failure to file required Section 16 reports are significant:
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public embarrassment to you and the Company from required disclosures in the Proxy Statement and Form 10-K; |
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potential civil litigation filed against you by plaintiffs acting as permitted under Section 16(a); |
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potential SEC enforcement actions against you, such as a cease-and-desist order or injunction against further wrongdoing; and |
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for egregious or repeated violations, possible criminal penalties and SEC fines of up to $5,000 per day for each filing violation, or even imprisonment. |
Section 16 Compliance Program
Under SEC rules, the preparation and filing of Section 16(a) reports is your sole responsibility. However, because of the complexities of compliance with the Section 16(a) filing requirements and to help prevent inadvertent violations of the short-swing profit rules, the Company has determined that it is prudent to provide Section 16 Insiders with assistance in preparing and filing your reports. In this regard, the following Section 16 compliance procedures have been implemented:
Designated Filing Coordinator
The Compliance Officer can assist all Section 16 Insiders in preparing, reviewing and filing all Forms 3, 4 and 5.
Preparation and Filing
If you have any transaction or change in ownership in your Company’s stock or other equity securities (including derivative securities), please report the transaction(s) to the Compliance Officer no later than the execution date of the transaction. This is necessary notwithstanding that you received pre-clearance of the transaction because the Company will not know whether or not you then proceeded to act upon such pre-clearance until you provide us with the exact dates, prices and other relevant information. The Compliance Officer will contact you each January to coordinate preparation of your Form 5 (if applicable).
Upon receiving the details of the transaction(s) from you, the Compliance Officer will prepare each Form 4 and Form 5 on your behalf. Due to the short two-day period in which to file the reports, the Compliance Officer may have the Form executed on your behalf using the Power of Attorney that you have granted to the Company for this purpose and will file the completed Form with the SEC. As discussed above, the SEC must receive the Form 4 no later than the second business day following almost any transaction, and Form 5 must be received by February 14th each year, so time is of the essence. The Compliance Officer will send you a copy of the Form 4 or 5 as filed with the SEC promptly following the filing. Please contact the Compliance Officer immediately if you believe there may be any errors in the filing. If so, the Compliance Officer will promptly amend the Form. In most cases, the filing of an amendment to correct information will not result in the initial filing being deemed a late filing; so no proxy disclosure or other penalties should apply.
The Compliance Officer will periodically send you a reminder relating to transactions in the Company securities. Although such reminder will not allow us to remedy any filings that may be missed due to a failure to inform the Compliance Officer, we believe that it will be in the best interests of both the Company and you to report such late transactions as soon as possible to mitigate any resulting damage.
Electronic Filings and Website Postings
The Sarbanes-Oxley Act requires all Forms 4 and 5 to be filed with the SEC electronically and then to be posted on the Company’s website. The Compliance Officer has obtained an identification number to facilitate the electronic filings for all current Section 16 Insiders.
Forms 4 and 5 for Employee Stock Options and Other Stock Plans
Because transactions under employee and director stock option and other stock plans can (1) raise complex Section 16(a) reporting issues; and (2) if reported incorrectly can create the appearance of short-swing profit violations, the Compliance Officer will automatically prepare the appropriate Form on behalf of Section 16 Insiders whenever they acquire shares pursuant to a benefit plan.
The Ultimate Responsibility Rests on You
Although the Company has decided to assist Section 16 Insiders with Section 16 compliance, you should recognize that it will remain your legal obligation to ensure that your filings are made timely and correctly, and that you do not engage in unlawful short-swing transactions. The Company can only facilitate your compliance to the extent you provide the Company with the information required by this Policy. The Company does not assume any legal responsibility in this regard. If you would like more detailed information regarding your Section 16 obligations, please contact the Compliance Officer.
REPORTING OF VIOLATIONS
Any individual who violates this Policy or any federal or state laws governing insider trading or tipping, or knows of any such violation by any other individual, must report the violation immediately to the Chair of the Audit Committee of the Company’s Board of Directors. Upon learning of any such violation, the Audit Committee, in consultation with the Company’s legal counsel and other parties as the Audit Committee deems appropriate, will determine whether the Company should (1) release any material nonpublic information or (2) report the violation to the SEC or other appropriate governmental authority.
ACKNOWLEDGMENT AND CERTIFICATION
All insiders are required to sign the attached acknowledgment and certification.
ACKNOWLEDGMENT AND CERTIFICATION
The undersigned does hereby acknowledge receipt of the Company’s Insider Trading and Section 16 Reporting Policy. The undersigned has read and understands (or has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.
| (Signature) | ||
| (Print Name) | ||
| Date: |
APPENDIX A
[Insert list of employees to whom the Insider Trading Policy is applicable (other than the Section 16 Insiders).]
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-1 (Nos. 333-261860, 333-270980, 333-278952, and 333-282444) and Form S-8 (No. 333-263024) of Guerrilla RF, Inc. of our report dated March 27, 2025, with respect to the consolidated financial statements of Guerrilla RF, Inc., included in this Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ Forvis Mazars, LLP
Raleigh, North Carolina
March 27, 2025
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 Annual Report on Form 10-K of Guerrilla RF, Inc.; |
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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: March 27, 2025 |
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 Annual Report on Form 10-K of Guerrilla RF, Inc.; |
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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: March 27, 2025 |
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 Annual Report of Guerrilla RF, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 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: March 27, 2025 |
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 Annual Report of Guerrilla RF, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 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: March 27, 2025 |
By: |
/s/ Mike John-Williams |
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Mike John-Williams Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 97.1
GUERRILLA RF, INC.
EXCESS INCENTIVE-BASED COMPENSATION
RECOVERY POLICY
Effective as of December 11, 2024 (“Effective Date”)
This Excess Incentive-Based Compensation Recovery Policy (this “Policy”) was adopted by the Compensation Committee of the Board of Directors (the “Board”) of Guerrilla RF, Inc. (the “Company”) and ratified by the Board as of the Effective Date.
Capitalized terms and terms contained within quotation marks used but not defined herein shall have the meanings ascribed to them in the Nasdaq’s Listing Standard 5608.
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A. |
Background |
The Wall Street Reform and Consumer Protection Act of 2010 added Section 10D to the Securities Exchange Act of 1934, as amended (the “1934 Act”). As required by Section 10D, the Securities and Exchange Commission (the “SEC”) adopted final Rule 10D-1 instructing national securities exchanges, including The Nasdaq Stock Market LLC (“Nasdaq”), to establish listing standards that require listed issuers to adopt and comply with a written executive compensation recovery policy. In response, the Nasdaq established Listing Rule 5608. The Company’s common stock is not listed on the Nasdaq or any other national securities exchange (i.e. the Company is not a “listed issuer”); however, it is nonetheless in the best interest of the Company and its shareholders that the Company adopt this Policy and comply with Listing Rule 5608 and Rule 10D-1.
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B. |
Compensation Committee. |
The Company’s Board of Directors has delegated to its Compensation Committee the authority and responsibility to interpret and implement this Policy (including directing that actions to recover “erroneously awarded compensation” (as described in Listing Rule 5608(b)(1)(iii)) be taken by the Company) and to make such amendments to this Policy as the Committee deems necessary or desirable.
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C. |
Determinations and Procedures. |
1. The Compensation Committee shall determine the Executive Officers subject to this Policy in compliance with Listing Rule 5608.
2. Upon the earlier to occur of a determination (or the date a determination should reasonably should have been made) by the Board, by the Compensation Committee or by officers of the Company authorized to do so under Listing Rule 5608(b)(1) that a restatement of the Company’s consolidated financial statements is required to be prepared, the Compensation Committee will implement, in a reasonably prompt manner, actions to recover “erroneously awarded compensation” Received by Executive Officers during the Company’s three (3) completed fiscal years specified in Listing Rule 5608(b)(1)(i) (the “Recovery Period”).
3. The Compensation Committee shall cause to be calculated the amount of “erroneously awarded compensation” received by each Executive Officer that exceeds the amount the Executive Officer would have Received had the Incentive-Based Compensation of such Executive Officer been determined based on the restated consolidated financial statements in compliance with Listing Rule 5608(b)(1)(iii) (the “Excess Amount”). The Company shall maintain documentation of calculations of Excess Amounts, including documentation of reasonable estimates of the effect of the restated consolidated financial statements upon the Company’s stock price or total shareholder return where such metrics were a basis of “erroneously awarded compensation” received.
4. Upon the calculation of the Excess Amount of an Executive Officer, the Compensation Committee will direct the Company to take one or more of the following recovery actions to recover all of the Excess Amount (subject to the provisions of Item 5. below):
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If the award, grant or other Incentive-Based Compensation arrangement (“Incentive-Based Compensation Arrangement”) remains outstanding and is composed of cash or shares of the Company’s common stock (e.g. not paid or otherwise distributed), the Executive Officer will be required to forfeit an amount in value of such cash or shares up to the total of the Excess Amount. |
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If an Incentive-Based Compensation Arrangement is composed of shares of common stock or other equity securities of the Company and the Executive Officer has exercised such Incentive-Based Compensation Arrangement (e.g. an option) or such Incentive-Based Compensation Arrangement has been settled in shares of common stock or other equity securities of the Company (e.g. restricted stock or restricted stock units), the Executive Officer will be required to surrender to the Company the number of shares received having a value of up to the total of the Excess Amount. |
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If the Incentive-Based Compensation Arrangement is composed of shares of the Company’s common stock or other equity securities and the Executive Officer has sold such shares, the Executive Officer will be required to pay to the Company a cash amount of up to the total of the Excess Amount. |
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If the Executive Officer refuses to take, or unreasonably delays in taking, the responsive actions required above, the Compensation Committee may direct the Company to institute litigation against, or to take such other action as the Compensation Committee determines is appropriate respecting, the Executive Officer to recover the applicable Excess Amount. |
5. The Compensation Committee may exercise discretion in implementing recovery actions against an Executive Officer only upon a determination by the Compensation Committee that:
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The direct expense paid to a third party to assist the Compensation Committee and the Company in enforcing this Policy would exceed the amount to be recovered from such Executive Officer; provided, however, as a condition precedent to such exercise of discretion, the Company must first make a reasonable attempt to recover the Executive Officer’s Excess Amount, document such reasonable attempt and provide such documentation to the Nasdaq, if applicable; or |
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Recovery of the Excess Amount of an Executive Officer would likely cause an otherwise tax-qualified retirement plan under which benefits are broadly available to employees of the Company fail to meet the requirements of 26 U.S.C. §401(a)(13) or 26 U.S.C. §411(a) and the applicable regulations promulgated under such statutes. |
In addition to the foregoing, the Compensation Committee may:
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Cause the Company to enter into a settlement agreement with the Executive Officer for an amount less than the Excess Amount if it can demonstrate that the expense of pursuing recovery of all of the Excess Amount would be reasonably likely to exceed the amount of recovery agreed upon in the settlement agreement; and |
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Cause the Company to enter into a settlement agreement with the Executive Officer requiring (a) payments of the Excess Amount over time from future compensation or from compensation currently owed to the Executive Officer (to the extent such compensation is not “erroneously awarded compensation”), (b) forfeitures or cancellations of other awards of cash or equity securities (to the extent such awards do not constitute “erroneously awarded compensation”), and/or (c) set-offs against other amounts owed to the Executive Officer by the Company if it can be demonstrated that the recovery actions listed in Item 5. would not be reasonably likely to currently obtain recovery of the Excess Amount. |
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D. |
No Indemnification. |
The Company shall not indemnify any Executive Officer against the loss of “erroneously awarded compensation”.
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E. |
Plans and Agreements. |
The Company shall promptly take action to cause all existing plans, agreements and other similar arrangements providing for the award, grant, payment or other distribution of Incentive-Based Compensation to an Executive Officer (“Existing Arrangements”) to be amended to provide that such Existing Arrangements are subject to this Policy and that the Executive Officer who is a participant therein or a party thereto agrees to the Company’s recovery of “erroneously awarded compensation” from such Executive Officer when and as provided by this Policy, Rule 10D-1 and Listing Rule 5608. All future such plans, agreements and other similar arrangements shall contain provisions having such effect.
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F. |
Securities Property Obligation. |
The Company shall make all disclosures in its filings with the SEC under the 1934 Act or the Securities Act of 1933, as amended (the “1933 Act”), required by the 1934 Act, the 1933 Act or the regulations promulgated thereunder with respect to this Policy and its implementation.