UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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ITEM 8.01 OTHER EVENTS.
On November 17, 2021, the Company issued a press release announcing the completion of its private placement offering. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Press Release dated November 17, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GUERRILLA RF, INC. | ||
Date: November 17, 2021 | By: | /s/ Ryan Pratt |
Ryan Pratt | ||
Chief Executive Officer and Director |
2
Exhibit 99.1
Guerrilla RF Raises Additional $4.4 Million
in Subsequent Closings of Private Placement Financing
Additional Funding Brings Total Raise to $11.5M as Company Goes Public
GREENSBORO, N.C., —November 17, 2021—Guerrilla RF, Inc. (“Guerrilla RF” or “Company”), a leading manufacturer of high-performance monolithic microwave integrated circuits (MMICs), announced today it has raised an additional $4.4 million in subsequent closings of its private placement offering.
Founded in 2013, Guerrilla RF is a leading supplier of MMICs which target wireless infrastructure applications, including 5G and automotive. The Company has a well-established revenue stream with 2020 sales totaling $8.09M. Despite the disruption caused by COVID-19, Guerrilla RF has continued to thrive, with sales increasing by 990% over the past three years. The Company has repeatedly been included in Inc. Magazine’s annual Inc. 5000 list. Guerrilla RF recently made the top Inc. 500 list for the second year in a row, coming in at No. 421 and 489 for the 2020 and 2021 rankings, respectively.
“We are excited and encouraged by the enthusiasm investors are showing in our team and potential,” noted Ryan Pratt, founder and CEO. “This additional capital will allow us to further accelerate our growth and expand our product offerings.”
Guerrilla RF is currently expanding its research and development operations to a new 50,000 square foot facility in Greensboro, North Carolina. The new location will provide the Company with room to expand operations and substantially increase its headcount over the next two years.
Guerrilla RF has an extensive portfolio of over 95 high-performance radio frequency (RF) and microwave semiconductor devices. The existing product line includes ultra-low noise amplifiers, gain blocks, driver amplifiers, mixers, RF switches, and linear PAs (power amplifiers) – the critical building blocks for mission-critical, performance-driven wireless applications, including 5G Wireless Infrastructure, Cellular Repeaters/Boosters, and Automotive Telematics.
As previously announced, Guerrilla RF recently completed a reverse merger and the initial closing of its private placement offering in which it raised over $7 million in gross proceeds. The additional closings bring the aggregate gross proceeds to over $11.5 million. The Company plans to pursue the listing of its common stock on the OTC Markets QB tier.
The private placement offering was orchestrated by GP Nurmenkari, Inc. (as consulted by Intuitive Venture Partners), which served as the exclusive placement agent. The Benchmark Company, LLC served as sub-agent. Montrose Capital Partners was the sponsor for this transaction. Mark Tompkins and Jeffrey Shealy were lead investors in the offering.
The securities issued in the merger and sold in the private placement have not been registered under the Securities Act of 1933 (the “Act”) and may not be resold absent registration under, or exemption from registration under, such Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Guerrilla RF
Guerrilla RF provides high performance monolithic microwave integrated circuits (MMICs) to wireless OEMs in multiple market segments – including 5G/4G macro and small cell base stations, cellular repeaters/DAS, automotive telematics such as SDARS/V2X/GPS/DAB, mission-critical military communications, navigation, and high-fidelity wireless audio. For more information, please visit https://guerrilla-rf.com/apo or follow the company on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of the Company and its management about future events. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.
Contact:
Jim Ahne, VP of Marketing
ir@guerrilla-rf.com
+1 336 510 7840
_
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Cover |
Nov. 17, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 17, 2021 |
Entity File Number | 000-56238 |
Entity Registrant Name | Guerrilla RF, Inc. |
Entity Central Index Key | 0001832487 |
Entity Tax Identification Number | 85-3837067 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1196 Pleasant Ridge Road |
Entity Address, Address Line Two | Suite 5 |
Entity Address, City or Town | Greensboro |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 27409 |
City Area Code | (336) |
Local Phone Number | 510-7840 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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