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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 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)

 

Registrants telephone number, including area code: (336) 510-7840

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Class

 

Outstanding as of November 7, 2024

Common Stock, $0.0001 par value

 

10,219,930

 

 

 

GUERRILLA RF, INC.

 

Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024

 

TABLE OF CONTENTS

 

 

 

Page

PART I - FINANCIAL INFORMATION

     

Item 1.

Financial Statements (Unaudited).

1

 

Condensed Consolidated Balance Sheets

1

 

Condensed Consolidated Statements of Operations

2

 

Condensed Consolidated Statements of Stockholders' Deficit

3

 

Condensed Consolidated Statements of Cash Flows

4

 

Notes to Condensed Consolidated Financial Statements

5
     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations. 26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk. 39

Item 4.

Controls and Procedures. 39
 
PART II - OTHER INFORMATION
   
Item 1. Legal Proceedings. 40

Item 1A.

Risk Factors. 40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds. 40
Item 3. Defaults Upon Senior Securities. 40
Item 4. Mine Safety Disclosure. 40
Item 5. Other Information. 40

Item 6.

Exhibits 41
     
SIGNATURES    

 

 

 

GLOSSARY OF TERMS AND ABBREVIATIONS

 

The following is a glossary of technical terms used in this Report:

 

Design win — Acknowledgment by an end-user customer that a product has been chosen or finalized for use in the customer’s system or application.

Distribution-customer — A customer that purchases Guerrilla RF products to sell to a third-party rather than for its own use.

End-user customer — The ultimate customer that utilizes or incorporates our products into its own products or solutions whether it purchased our products directly from Guerrilla RF or a third party.

Fabless — Semiconductor company that utilizes pure-play or outsourced wafer fabrication partners rather than owning and operating their own wafer foundry.

GaN — Gallium nitride semiconductor process used in high-power amplifier applications.

RF — Radio frequency.

Wafer — Thin slice of semiconductor material used as the substrate for building electronic circuits. Wafers are the output from the semiconductor foundry process before the assembly/packaging processes.

Wireless infrastructure — Systems designed or used by network operators or other professionals to ensure strong communication links to consumers or customers.

 

 

PART I. FINANCIAL INFORMATION.

 

ITEM 1.

 

The following unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").  Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although Guerrilla RF, Inc. (the "Company") believes that the disclosures made are adequate to make the information not misleading.

 

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K filed with the SEC on March 29, 2024.  

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 


 

 September 30, 2024 (Unaudited) 

December 31, 2023

 
       

Assets

      

Cash

$11,277,741 $781,318 

Accounts receivable, net

 1,822,514  2,079,111 

Inventories, net

 1,916,510  1,533,592 

Prepaid expenses

 214,027  458,313 

Total Current Assets

 15,230,792  4,852,334 
       

Prepaid expenses and other

 78,751  - 

Intangible assets, net

 355,829  - 

Operating lease right-of-use assets

 9,627,914  10,500,620 

Property, plant, and equipment, net

 2,869,845  3,659,084 

Total Assets

$28,163,131 $19,012,038 
       

Liabilities, Redeemable Preferred Stock and Stockholders' Deficit

      

Accounts payable and accrued expenses

$2,004,855 $2,099,537 

Short-term debt

 855,305  1,628,667 

Derivative liabilities

 -  158,000 

Warrant liabilities

 6,946,522  - 

Operating lease liability, current portion

 657,978  745,969 

Finance lease liability, current portion

 800,091  978,543 

Convertible notes

 -  78,905 

Convertible notes - related parties

 -  700,189 

Notes payable, current portion, net

 -  10,948,668 

Total Current Liabilities

 11,264,751  17,338,478 
       

Long-term debt

 493,214  698,600 

Operating lease liability

 5,694,467  6,176,508 

Finance lease liability

 1,045,966  1,593,979 

Notes payable

 4,500,000  - 

Total Liabilities

 22,998,398  25,807,565 
       

Commitments and Contingencies

        

Series A convertible preferred stock, $0.0001 par value, 22,000 shares authorized, 22,000 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

 20,033,555  - 
       

Stockholders' Deficit

      

Undesignated preferred stock, $0.0001 par value, 9,978,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023

 -  - 

Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,206,931 and 7,893,205 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

 1,021  789 

Additional paid-in capital

 40,500,327  36,243,146 

Accumulated deficit

 (55,370,170) (43,039,462)

Total Stockholders' Deficit

 (14,868,822) (6,795,527)

Total Liabilities, Redeemable Preferred Stock and Stockholders' Deficit

$28,163,131 $19,012,038 

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 


 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Product

  $ 4,523,620     $ 3,354,879     $ 15,723,125     $ 9,970,600  

Royalties and non-recurring engineering

    80       11,032       2,378       405,533  

Total

    4,523,700       3,365,911       15,725,503       10,376,133  
                                 

Direct product costs

    1,571,182       1,490,779       5,562,138       4,444,005  
                                 

Gross Profit

    2,952,518       1,875,132       10,163,365       5,932,128  
                                 

Operating Expenses:

                               

Research and development

    2,506,554       2,775,430       7,170,628       8,014,588  

Sales and marketing

    1,749,497       1,445,790       4,685,783       4,437,683  

General and administrative

    1,306,268       1,381,119       3,951,953       4,304,624  

Total Operating Expenses

    5,562,319       5,602,339       15,808,364       16,756,895  
                                 

Operating Loss

    (2,609,801 )     (3,727,207 )     (5,644,999 )     (10,824,767 )
                                 

Interest income

    63,873       -       63,873       -  

Interest expense

    (501,163 )     (731,618 )     (3,042,418 )     (1,462,487 )

Loss on debt extinguishment

    (1,523,221 )     -       (1,523,221 )     -  

Change in fair value of warrant liabilities

    (2,623,608 )     -       (2,623,608 )     -  

Change in fair value of derivative liabilities

    -       (47,400 )     158,000       (47,400 )

Other income (expense)

    (7,645 )     25,277       281,665       31,206  

Total Other Expenses, net

    (4,591,764 )     (753,741 )     (6,685,709 )     (1,478,681 )

Net Loss

  $ (7,201,565 )   $ (4,480,948 )   $ (12,330,708 )   $ (12,303,448 )
                                 

Net loss per share - basic and diluted

  $ (0.71 )   $ (0.62 )   $ (1.31 )   $ (1.80 )
                                 

Weighted average common shares outstanding - basic and diluted

    10,139,230       7,211,095       9,392,326       6,841,253  

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)

 


 

   

Common Stock

   

Additional Paid-In-Capital

   

Accumulated Deficit

   

Total Stockholders' Deficit

 

January 1, 2024

  $ 789       36,243,146     $ (43,039,462 )   $ (6,795,527 )

Net loss

    -       -       (3,372,552 )     (3,372,552 )

Equity financing, net of issuance costs

    202       5,750,870       -       5,751,072  

Net settled RSUs

    -       (5,872 )     -       (5,872 )

Share-based compensation

    4       396,193       -       396,197  

March 31, 2024

  $ 995     $ 42,384,337     $ (46,412,014 )   $ (4,026,682 )

Net loss

    -       -       (1,756,591 )     (1,756,591 )

Stock options exercised

    -       6,000       -       6,000  

Equity financing, net of issuance costs

    5       62,809       -       62,814  

Net settled RSUs

    -       (802 )     -       (802 )

Share-based compensation

    6       338,030       -       338,036  

June 30, 2024

  $ 1,006     $ 42,790,374     $ (48,168,605 )   $ (5,377,225 )

Net loss

    -       -       (7,201,565 )     (7,201,565 )

Reclassification of historical warrants

    -       (2,759,514 )     -       (2,759,514 )

Net settled RSUs

    -       (40,874 )     -       (40,874 )

Share-based compensation

    15       510,341       -       510,356  

September 30, 2024

  $ 1,021     $ 40,500,327     $ (55,370,170 )   $ (14,868,822 )

 

   

Common Stock

   

Additional Paid-In-Capital

   

Accumulated Deficit

   

Total Stockholders' Deficit

 

January 1, 2023

  $ 621     $ 29,427,440     $ (27,073,168 )   $ 2,354,893  

Net loss

    -       -       (4,001,418 )   $ (4,001,418 )

Equity financing, net of issuance costs

    53       3,658,622       -     $ 3,658,675  

Shares issued for prepaid services

    1       99,999       -     $ 100,000  

Share-based compensation

    3       268,637       -       268,640  

March 31, 2023

  $ 678     $ 33,454,698     $ (31,074,586 )   $ 2,380,790  

Net loss

    -       -       (3,821,082 )     (3,821,082 )

Equity financing, net of issuance costs

    1       96,756       -       96,757  

Share-based compensation

    -       330,177       -       330,177  

June 30, 2023

  $ 679     $ 33,881,631     $ (34,895,668 )   $ (1,013,358 )

Net loss

    -       -       (4,480,948 )     (4,480,948 )

Equity financing, net of issuance costs

    106       1,685,120       -       1,685,226  

Share-based compensation

    4       284,629       -       284,633  

September 30, 2023

  $ 789     $ 35,851,380     $ (39,376,616 )   $ (3,524,447 )

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 


 

      Nine Months Ended September 30,  
   

2024

   

2023

 

Cash flows from operating activities

               

Net loss

  $ (12,330,708 )   $ (12,303,448 )

Adjustment to reconcile net loss to net cash used in operating activities

               

Depreciation and amortization

    1,131,572       1,244,394  

Share-based compensation

    1,244,589       883,450  

Non-cash interest expense related to debt financing

    425,299       200,799  

Accretion of notes payables

    1,250,499       318,585  

Impairment on property plant and equipment and operating lease

    -       105,055  

Change in fair value of warrant liabilities

    2,623,608          

Change in fair value of derivative liabilities

    (158,000 )     47,400  

Loss on extinguishment of debt

    1,523,221          

Changes in assets and liabilities:

               

Accounts receivable

    256,597       (416,512 )

Inventories

    (382,918 )     (231,004 )

Prepaid expenses

    415,142       932,917  

Accounts payable and accrued expenses

    (92,339 )     (1,764,028 )

Operating lease liability

    302,674       (196,597 )

Net cash used in operating activities

    (3,790,764 )     (11,178,989 )
                 

Cash flows from investing activities

               

Purchases of property, plant, and equipment

    (302,608 )     (138,470 )

Purchases of intangible assets

    (371,300 )     -  

Net cash used in investing activities

    (673,908 )     (138,470 )
                 

Cash flows from financing activities

               

Proceeds from stock options exercised

    6,000       -  

Proceeds from notes payable, derivative liabilities and factoring agreement

    11,516,739       10,864,539  

Principal payments of notes payable and recourse factoring agreement

    (19,821,023 )     (7,072,726 )

Proceeds from equity financing, net

    24,616,598       5,440,658  

Principal payments on finance lease

    (726,519 )     (812,315 )

Repayment of finance insurance premiums

    (630,700 )     (421,962 )

Payment of deferred offering costs

    -       (144,231 )

Net cash provided by financing activities

    14,961,095       7,853,963  
                 

Net increase (decrease) cash

    10,496,423       (3,463,496 )
                 

Cash, beginning of period

    781,318       4,340,407  

Cash, end of period

  $ 11,277,741     $ 876,911  
                 

Noncash investing and financing transactions:

               

Reclassification of historical warrants

  $ 2,759,514     $ -  

Modifications on finance leases

  $ 54     $ 358,487  

Conversion of debt into equity

  $ 2,794,243     $ -  

Property and equipment additions included in accounts payable

  $ 24,200     $ 2,000  

Shares issued for prepaid services

  $ -     $ 100,000  

Financing of property and equipment

  $ -     $ 512,389  

Financing of insurance premiums and software

  $ 249,607     $ 173,360  

Right-of-use assets obtained through operating lease

  $ -     $ 7,289,971  

Financing of mask set and wafer

  $ -     $ 256,693  

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

1. ORGANIZATION AND NATURE OF BUSINESS

 

Guerrilla RF, Inc. (formerly known as Laffin Acquisition Corp., the “Company”) was incorporated in the State of Delaware on  November 9, 2020.  On  October 22, 2021, the Company's wholly-owned subsidiary, Guerrilla RF Acquisition Corp., a corporation formed in the State of Delaware on  October 20, 2021 (“Acquisition Sub”) and privately held Guerrilla RF Operating Corporation (formerly known as Guerrilla RF, Inc.) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).  Pursuant to the terms of the Merger Agreement, on  October 22, 2021 (the “Closing Date”), Acquisition Sub merged with and into Guerrilla RF Operating Corporation with Guerrilla RF Operating Corporation continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”).  On May 30, 2023, Guerrilla RF Operating Corporation was merged with and into Guerrilla RF, Inc.

 

Prior to the Merger, Laffin Acquisition Corp. was a “shell” company registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with no specific business plan or purpose until it began operating the business of Guerrilla RF Operating Corporation following the closing of the Merger.

 

All references in these unaudited interim condensed consolidated financial statements and related Quarterly Report 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.

 

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. 

 

5

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

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 SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q ("Form 10-Q"), and are presented in U.S. dollars.  Accordingly, they do not include all of the information and notes required by GAAP for annual consolidated financial statements.  Any reference in these Notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).  The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company.  All intercompany accounts and transactions have been eliminated in consolidation.

 

The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements.  These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the fiscal year ended  December 31, 2023 ("2023 Form 10-K").  This report should be read in conjunction with our 2023 Form 10-K filed with the SEC on March 29, 2024.  In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates, and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2024 and its results of operations, cash flows, and changes in stockholders' deficit for the three and nine months ended September 30, 2024 and 2023.  The results for the three and/or nine months ended September 30, 2024 are not necessarily indicative of the results expected for any future period or the full year.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.  The Company has elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.  This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of our unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and related disclosures.  The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and reported amounts of revenue and expenses during the reporting period.  The Company’s significant estimates and judgments involve the valuation of share-based compensation, derivatives and warrant liabilities and the valuation of equity financing.  Accordingly, actual results could differ from those estimates.

 

Reclassifications

 

Certain prior period balance sheet and cash flow amounts have been reclassified to conform to the Company's fiscal 2024 presentation.  These reclassifications have no impact on the Company's previously reported net loss.

 

6

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

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 views its operations and manages its business in one segment.

 

Concentrations of Credit Risk and Major Customers

 

Financial instruments at September 30, 2024, and December 31, 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.

 

The Company’s accounts receivable are derived from revenue earned from customers located inside and outside of the U.S.  Major customers are defined as those generating revenue in excess of 10% of the Company’s aggregate annual revenue.  The Company hadone major distributor customer, Richardson RFPD, Inc. ("RFPD").  RFPD, a large product distributor serving numerous end-user customers, accounted for 78% and 81% of product shipment revenue for the nine months ended September 30, 2024 and 2023, respectively.  Accounts receivable from RFPD represented 71% and 81% of accounts receivable at September 30, 2024 and December 31, 2023, respectively.  

 

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 September 30, 2024, there were $0.5 million of advances outstanding under the Spectrum Loan Facility.  At September 30, 2024, $53 thousand of excess collateral was due from Spectrum, which is included in accounts receivable on the unaudited interim condensed consolidated balance sheets.  See Note 5 for additional discussion on the Spectrum Loan Facility.

 

Revenue Recognition

 

The Company recognizes product revenue when it satisfies a performance obligation by transferring a product or service to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Any shipping and handling fees charged to customers in conjunction with product distribution are reported within revenue. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. The Company provides an assurance-type warranty to its customers as part of its contracts' standard terms and conditions, which does not include a right of return for properly functioning products not deemed obsolete. These warranties do not provide an additional distinct service to the customer and are not deemed a separate performance obligation. Royalty revenue is recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales-based royalties have been allocated are satisfied.

 

7

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

As of September 30, 2024 and 2023, the Company had $0 and $250 thousand, respectively, 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 September 30, 2024 and 2023, the Company did not have any contractual liabilities where performance obligations have not yet been satisfied. During the quarters ended September 30, 2024 and 2023, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

 

The costs incurred by the Company for shipping and handling of materials used in its products are classified as cost of revenue in the unaudited interim condensed consolidated statements of operations. Any incidental items that are immaterial in the context of a sale to a customer are recognized as expense.

 

Share-Based Compensation

 

The Company measures and recognizes compensation expense for all stock options, shares of stock, and restricted stock units ("RSU") awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date.  The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards.  The Company estimates the fair value of RSUs awarded based upon the known 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 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 and involve many variables, uncertainties, and assumptions, and the application of management’s judgment, as they are inherently subjective.

 

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.

 

Net Income (Loss) Per Share

 

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period.  Holders of Series A convertible preferred stock participate in income but not in losses and, as a result, the Company allocates net income between common and preferred shares.  Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, which would result in the issuance of incremental shares of common stock.

 

In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations because a net loss existed for the three and nine months ended September 30, 2024 and 2023 There were 10,139,230 and 7,211,095 weighted average shares outstanding for the three months ended September 30, 2024 and 2023, respectively.  There were 9,392,326 and 6,841,253 weighted average shares outstanding for the nine months ended September 30, 2024 and 2023, respectively.  All warrants, options, and unvested restricted stock units were excluded from the calculation of net loss per share for the periods presented.

 

8

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

The following potentially dilutive securities have been excluded from the computation of basic shares for the three months ended September 30, 2024 and 2023 (unaudited), as they would be anti-dilutive:

 

   

Three Months Ended September 30,

  

2024

  

2023

 

Series A convertible preferred stock

  7,213,115   - 

Common stock warrants

  5,780,955   824,340 

Restricted stock units

  575,404   458,724 

Stock options

  389,207   609,567 
   13,958,681   1,892,631 

 

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 815Derivatives 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.  

 

Redeemable / 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, which 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.

 

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 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.

 

9

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

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. 

 

Going Concern

 

Beginning in the fourth quarter of 2021, the Company disclosed conditions and events, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. On August 5, 2024, the Company issued 22,000 shares of preferred stock raising $21.6 million, net of transaction expenses. Additionally, the Company amended its loan facility (the 'Salem Loan Facility') with Salem Investment Partners V, Limited Partnership ('Salem') 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. 

 

Management has assessed the Company's ability to continue as a going concern for one year from the financial statement issuance date for the fiscal quarter ended September 30, 2024. Based on the actions described above, management has determined the Company has alleviated the substantial doubt previously disclosed and has sufficient liquidity to satisfy its obligations for the next twelve months.  Based on cash on hand as of the date these unaudited condensed consolidated financial statements were issued, the Company believes it has sufficient cash to fund operations for at least twelve months after the issuance date.

 

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 unaudited interim condensed consolidated financial statements.

 

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 is not expected to 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 and condensed financial statements and disclosures included within notes to consolidated and condensed 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 unaudited interim condensed consolidated financial statements.

 

10

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 



 

3. INVENTORIES

 

Inventories are summarized as follows:

    September 30, 2024          
   

(unaudited)

   

December 31, 2023

 

Raw materials

  $ 506,958     $ 488,548  

Work-in-process

    50,086       132,511  

Finished goods

    1,382,735       922,194  

Inventory allowance

    (23,269 )     (9,661 )

Inventories, net

  $ 1,916,510     $ 1,533,592  

 

 

4. PROPERTY AND EQUIPMENT

 

Property and equipment is summarized as follows:

  September 30, 2024     
  (unaudited)  

December 31, 2023

 

Production assets

 $2,205,460  $1,927,958 

Computer equipment and software

  959,222   937,957 

Lab equipment

  3,596,303   3,588,560 

Office furniture and fixtures

  1,290,329   1,328,570 

Leasehold improvements

  171,257   228,143 

Construction in progress

  20,353   - 
   8,242,924   8,011,188 

Less accumulated depreciation

  (5,373,079)  (4,352,104)
  $2,869,845  $3,659,084 

 

Depreciation and amortization expense was $1,131,572 and $1,244,394 for the nine months ended September 30, 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.

 

11

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 



 

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 could 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 would automatically be reduced by 1/48 th  each month during the term of the facility. The Credit Agreement also allowed 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 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.  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.  As of September 30, 2024, the Company was in compliance with these covenants and restrictions.

 

The Company has borrowed $0.5 million under the Spectrum Loan Facility as of September 30, 2024.  The Company includes the interest expense of the Spectrum Loan Facility ($75 thousand) as part of its interest expense on its unaudited interim condensed consolidated statements of operations, and the total amount of $0.5 million borrowed under the Spectrum Loan Facility is included as short-term debt on the consolidated balance sheet as of September 30, 2024.

 

Salem Loan Facility

 

On  August 11, 2022, the Company entered into the Salem Loan Facility. 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. 

 

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%.

 

12

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

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 Agreement provides that the Company must maintain compliance with certain net cash flow and liquidity requirements. As of September 30, 2024, the Company was in full compliance with all covenants, representations, and warranties set forth in the A&R Loan Agreement.

 

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. AMB Investments, LLC owns a 47.17% participation interest in those 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 advances made in the second half of 2023. 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 five-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. 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 September 30, 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 September 30, 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, net

 $4,500,000 

 

13

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

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 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 Notes in the principal of $500,000 has an approximate effective simple interest rate of 17.4% per annum.  The debt discount was 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.    

 

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 millionwhich 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 September 30, 2024 related to the April 2022 furniture financing are $111 thousand.  

 

14

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

Debt Maturity

 

As of September 30, 2024, debt (as discounted) is expected to mature as follows:

 

2024

$639,792

2025

 767,849

2026

 1,214,904

2027

 1,686,449

2028

 1,539,525

Thereafter

 -
 $5,848,519

 

 

6. COMMON STOCK AND PREFERRED STOCK

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001.  Each share of common stock entitles the holder to one 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 September 30, 2024.

 

Upon the closing of the Merger and the private placement offering in 2021 (the “2021 APO”), there were 5,524,534 shares of common stock issued and outstanding: (i) 4,021,774 shares of common stock issued in the Merger in exchange for the capital stock and convertible debt of Guerrilla RF Operating Corporation, (ii) 495,834 shares of common stock held by pre-merger stockholders of Laffin Acquisition Corp., our predecessor, (iii) an aggregate of 961,092 shares of common stock issued in the 2021 APO, and (iv) an aggregate of 45,834 shares of common stock issued to the placement agent and its affiliates in connection with the 2021 APO.  The aggregate gross proceeds from the 2021 APO was $11.5 million before deducting placement agent fees and expenses of approximately $2.1 million.

 

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 one-half of a share of common stock.  The purchase price of each Unit was $7.80 per Unit, resulting in gross proceeds at this initial closing of approximately $5.1 million before the deduction of estimated offering expenses of approximately $700,200.  Pursuant to the terms of the 2022/23 Offering, 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.

 

In connection with the 2021 APO and the 2022/23 PIPE, the Company also issued warrants to the respective placement agents.

 

Additionally, a total of 1,097,500 shares of common stock were issued to Salem in the years ended December 31, 2023 and 2022 in connection with the Salem Loan Facility. See Note 5 – Debt – Salem Loan Facility for more details regarding common stock issued in connection with debt.

 

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.  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.

 

15

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

Common Stock Warrants

 

As mentioned above, on February 28, 2023, the Company completed the 2022/23 PIPE.  Each Unit sold in the 2022/23 PIPE included one warrant to purchase one-half of a share of common stock.  Thus, Units sold in the 2022/23 PIPE included warrants to purchase 769,146 shares, which warrants were issued upon the final closing of the 2022/23 PIPE.  The 769,146 warrant shares comprise 591,656 purchaser warrant shares and 177,490 placement agent warrant shares, each 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, which warrants were issued upon the final closing of the 2024 Private Placement. Each warrant is exercisable for a period of five 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.  Each warrant is exercisable for a period of five 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 September 30, 2024.  As of September 30, 2024, the total amount of outstanding common stock warrants is 5,780,955See Note 8 – Fair Value Measurement – Warrant Liabilities for additional details regarding the Company’s outstanding warrants.

 

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 September 30, 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 was approximately $21.6 million after transaction expenses.

 

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.

 

 

16

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 



 

7. SHARE-BASED COMPENSATION

 

In 2014, the Company adopted the Long‐Term Stock Incentive Plan (the “2014 Plan”), with 94,667 shares of common stock authorized for issuance under the 2014 Plan.  Subsequently, stockholders approved an increase in the number of shares available under the 2014 Plan to 210,000 shares.  Exercise prices range from $4.20 to $9.42 per share, depending on the date of the award.  No further awards  may be made under the 2014 Plan.

 

In 2021, the Board adopted the Equity Incentive Plan (the “2021 Plan”), which authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, cash awards, and stock bonus awards.  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 nine months ended September 30, 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.

 

17

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

No stock options were granted in the three months ended September 30, 2024.  During the three months ended September 30, 2024 the Company issued an aggregate of 67,380 shares of common stock upon the cashless exercise of options to purchase 187,091 shares of common stock. This resulted in the cancellation/forfeiture of options to purchase 119,711 shares of common stock.

 

Stock option activity by share is summarized as follows for the three months ended September 30, 2024 (unaudited):

 

   

Number of Shares

   

Weighted-Average Exercise Price Per Option

   

Weighted- Average Remaining Contractual Life (in years)

 

Shares underlying outstanding awards at December 31, 2023

    570,748     $ 7.67       5.98  

Granted

    -       -          

Exercised

    -       -          

Cancelled/forfeited

    -       -          

Shares underlying outstanding awards at March 31, 2024

    570,748     $ 7.67       5.73  

Granted

    8,500       2.50          

Exercised

    2,950       2.03          

Cancelled/forfeited

    -                

Shares underlying outstanding awards at June 30, 2024

    576,298     $ 7.63       5.54  

Granted

    -                

Exercised

    67,380       2.02          

Cancelled/forfeited

    119,711       2.03          

Shares underlying outstanding awards at September 30, 2024

    389,207     $ 8.90       6.49  

Exercisable options at September 30, 2024

    337,521     $ 7.13       5.91  

 

The aggregate intrinsic value of outstanding options exercisable as of September 30, 2024 was $0.2 million.  As of September 30, 2024, stock-based compensation of $0.2 million for unvested options will be recognized over a remaining weighted-average requisite service period of two years.

 

18

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

RSU Awards

 

There were 114,764 RSUs awarded to employees during the three months ended September 30, 2024.  The RSUs are subject to the recipient’s continued service through the applicable vesting dates.  The share-based compensation expense to be recognized for the RSUs over the remaining vesting period subsequent to September 30, 2024 is approximately $1.8 million.

 

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:

 

   

Three Months Ended September 30, 2024

 
   

Number of RSUs

   

Weighted Average Grant Date Fair Value

 

Outstanding at June 30, 2024

    588,746     $ 5.66  

Granted

    114,764       2.50  

Vested

    (128,106 )     4.50  

Cancelled/forfeited

    -        

Outstanding at September 30, 2024

    575,404     $ 5.53  

 

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 unaudited interim condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023:

 

      Nine Months Ended September 30,
   

2024

   

2023

 

Direct product costs

  $ 79,630     $ 54,328  

Research and development

    400,107       198,689  

Sales and marketing

    284,409       138,983  

General and administrative

    480,443       491,450  
    $ 1,244,589     $ 883,450  

 

No income tax benefits have been recognized in the unaudited interim condensed consolidated statements of operations for stock-based compensation arrangements, and no stock-based compensation costs have been capitalized as property and equipment through September 30, 2024.

 

19

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

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 September 30, 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, 2024

  $ 158,000  

Change in fair value of derivative liabilities

    (158,000 )

Ending balance on September 30, 2024

  $ -  

 

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 and expected dividends. The following table summarizes the significant assumptions used in the Monte-Carlo simulation during the three and nine months ended September 30, 2024:

 

The following table summarizes the Monte-Carlo assumptions used during the three and nine months ended September 30, 2024:

 

   

For the Three and Nine Months Ended September 30, 2024

 

Risk free interest rate

    3.55% - 3.58%

Expected term (years)

    5.35 - 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 three and nine months ended September 30, 2024:

 

 

   

For the Three and Nine Months Ended September 30, 2024

 

Risk free interest rate

    3.58% - 3.71%

Expected term (years)

    2.57 - 5.15  

Expected volatility

    51.30% - 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

    2,759,514  

Issuance of warrant liabilities

    1,563,400  

Change in fair value of derivative liabilities

    2,623,608  

Ending balance on September 30, 2024

  $ 6,946,522  

 

 

20

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

 

9. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

The Company determines whether an arrangement is an operating lease or financing lease at inception.  Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the term of the lease.  The Company generally uses its incremental borrowing rate, which is based on information available at the lease commencement date, to determine the present value of lease payments.

 

The Company has entered into leases primarily for real estate and equipment used in research and development.  Operating lease expense is recognized in continuing operations 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

 September 30, 2024 

Operating Leases:

     

Operating lease right-of-use assets

Operating lease right-of-use assets

 $9,627,914 
      

Current portion of operating lease liabilities

Operating lease, current portion

  657,978 

Noncurrent portion of operating lease liabilities

Operating lease

  5,694,467 

Total operating lease liabilities

 $6,352,445 
      

Finance Leases:

     

Finance lease right-of-use assets

Property, plant, and equipment

 $1,736,013 
      

Current portion of finance lease liabilities

Finance lease, current portion

  800,091 

Noncurrent portion of finance lease liabilities

Finance lease

  1,045,966 

Total finance lease liabilities

 $1,846,057 

 

Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:

 

  For the Nine Months Ended September 30,
  

2024

  

2023

 

Operating lease cost

 $1,414,790  $1,210,436 
         

Finance lease cost:

        

Amortization of lease assets

  797,910   944,413 

Interest on lease liabilities

  125,419   198,778 

Total finance lease costs

 $923,329  $1,143,191 

 

21

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

Other supplemental information related to leases is summarized as follows:

 

  September 30, 2024 

Weighted average remaining lease term (in years):

    

Operating leases

  8.17 

Finance leases

  2.45 
     

Weighted average discount rate:

    

Operating leases

  11.02%

Finance leases

  7.74%
     

Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2024:

    

Operating cash flows from operating leases

 $1,112,118 

Operating cash flows from finance leases

 $124,106 

Financing cash flows from finance leases

 $726,519 

 

The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of September 30, 2024 :
  

Payments Due by Period

 
  

2024(1)

 

2025

  

2026

  

2027

  

2028

  

Thereafter

  

Total

 

Operating leases

 $347,862  $1,233,668  $1,056,589  $1,076,140  $1,096,206  $4,890,149  $9,700,614 

Less present value adjustment

  171,926   635,214   580,820   524,555   460,933   974,721   3,348,169 

Operating lease liabilities

 $175,936  $598,454  $475,769  $551,585  $635,273  $3,915,428  $6,352,445 
                             

Finance leases

 $283,979  $815,150  $722,306  $156,861  $49,664  $10,702  $2,038,662 

Less interest

  33,538   97,612   46,269   11,256   3,787   143   192,605 

Finance lease liabilities

 $250,441  $717,538  $676,037  $145,605  $45,877  $10,559  $1,846,057 

 

(1) Amounts are for the remaining three months ending December 31, 2024.

 

22

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

Legal

 

In the ordinary course of business, the Company may become involved in legal disputes.  In the opinion of management, any potential liabilities resulting from any disputes would not have a material adverse effect on the Company’s unaudited interim condensed consolidated financial statements.  As a result, no liability related to any such disputes has been recorded at September 30, 2024, or December 31, 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 unaudited interim condensed consolidated financial statements.  As a result, no liability for these agreements has been recorded at September 30, 2024, or December 31, 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 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.  

 

10. INCOME TAXES

 

The Company did not have any income tax expense for the nine months ended September 30, 2024 or 2023.

 

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items recorded in the interim period.  The provision for income taxes for the three months ended September 30, 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 computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year and permanent differences.  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.

 

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 September 30, 2024, and December 31, 2023.

 

23

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

Deferred tax assets and liabilities are determined based on the differences between the unaudited interim condensed 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.

 

Potential 382 Limitation

 

At December 31, 2023, the Company had federal NOL and R&D credit carryforwards of approximately $26,826,582 and $858,020, respectively, which are generally available to offset future taxable income subject to any future "ownership change."

 

The Company’s ability to utilize its net operating loss ("NOL") and research and development ("R&D") credit carryforwards may be substantially limited due to ownership changes that could occur in the future, as provided under Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), as well as similar State provisions.  These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.  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 experiences 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.

 

In 2022, the Company's tax advisors completed a study to assess whether one or more ownership changes had occurred since the Company became a loss corporation under the definition of Section 382.  At that time, it was determined that the Company had not experienced any "ownership changes" since 2014 As a result of the North Run Private Placement the Company is completing an updated study to determine if an ownership change has occurred.  Any carryforward limitations  may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization.  Until the Section 382 study is completed, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740.  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.  Due to the existence of the Company's full deferred tax valuation allowance, it is not expected that any potential limitation will have an impact on the financial position or the results of operations of the Company.

 

11. 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.

 

24

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

12. Employee Benefit Plan

 

The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Code.  The Company’s contributions to the plan are at the discretion of executive management with board of directors advisement.  Under the 401(k) plan, the Company may contribute up to four percent (4%) of eligible employee salaries.  The Company made $83,589 and $87,205 of contributions to the plan in the three months ended September 30, 2024 and 2023, respectively.

 

13. Subsequent Events

 

None.

 

25

 
 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis of our financial condition and results of operations, as well as other sections in this Quarterly Report on Form 10-Q, should be read together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on March 29, 2024.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q are predictions only, and actual results could differ materially from management’s expectations due to a variety of factors, including those described below.  All forward-looking statements are expressly qualified in their entirety by such risk factors.

 

The forward-looking statements that we make in this Quarterly Report on Form 10-Q are based on management’s current views and assumptions regarding future events and speak only as of their dates.  We disclaim any obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities laws.

 

Our business is subject to numerous risks and uncertainties, including the following:

 

● 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;

 

● 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;

 

● if we fail to maintain effective internal control over financial reporting, we may not be able to report our financial results accurately and timely;

 

● 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.

 

 

 

These and other risks and uncertainties, which are described in more detail in our most recent Annual Report on Form 10-K that we filed with the SEC and those listed under the caption "Risk Factors" within this Quarterly Report on Form 10-Q, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.  Moreover, we operate in a very competitive and rapidly changing environment.  New risks emerge from time to time.  It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

 

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations, except as required by law.

 

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q as exhibits with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

 

Overview

 

Guerrilla RF is a fabless semiconductor company based in Greensboro, NC.  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 located overseas, 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 suppliers are located in Malaysia and the Philippines.  We have produced and distributed in excess of 200 million products in our portfolio of products to over 200 end customers worldwide.

 

THIRD QUARTER FISCAL 2024 FINANCIAL HIGHLIGHTS

 

●  Revenue for the third quarter of fiscal 2024 increased 34.4% as compared to the third quarter of fiscal 2023, primarily due to higher demand for our wireless infrastructure products (up 277% compared to the prior year period).  Other products also contributed to growth, including our catalogue products and our wireless audio products (up 90% and 300%, respectively from the year ago period).  In the third quarter of 2024, the Company also experienced significant growth in international sales (up 183% compared to the prior year period).  US sales also grew, but at a slower pace (up 14.3% compared to the prior year period).  In the third quarter of 2024, new customer sales contributed significantly to the increased demand for our products, with new customer sales up 193% from the third quarter of 2023.  Existing customer sales were essentially flat when compared to the third quarter of 2023 up less than 1% over the same period.

 

● Gross profit for the third quarter of fiscal 2024 was 65.3% of revenues as compared to 55.7% for the third quarter of fiscal 2023.  The Company's contribution margin of 77.2% increased from 71.3% in the year ago quarter, as a result of changes in product mix and a shift to higher margin wireless infrastructure products.  Over these same periods, overhead spending remained at $0.5 million, and as a percentage of sales it decreased significantly from 15.7% in the third quarter of 2023 to 11.9% in the third quarter of 2024.

 

● Operating loss was $2.6 million for the third quarter of 2024, as compared to $3.7 million for the third quarter of 2023.  This decrease in operating loss was primarily due to higher revenues and gross profits which grew at a significant pace while total operating expenses stayed consistent at $5.6 million for the quarter ended September 30, 2024 and 2023.  Relative to total revenue, operating expenses decreased as a percentage (123% in the third quarter of 2024 vs. 166% in the third quarter of 2023).  R&D costs decreased 10% when compared to the prior year period.  Sales and marketing increased 21%, while administrative costs were reduced by 5%.

 

●  Loss on debt extinguishment was $1.5 million for the third quarter of 2024. This loss was a result of the Salem Amendment on August 5, 2024, and is non-recurring. 

 

●  Change in fair value of warrant liabilities was $2.6 million for the third quarter of 2024. Due to the increase in the stock price of the Company's common stock between August 5, 2024 and September 30,2024 there was a remeasurement of the Historical Warrants and the North Run Warrants. 

 

●  Net loss per share was $0.71 and $0.62 for the third quarter of fiscal 2024 and 2023, respectively.

 

 

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.

 

   

Nine Months Ended September 30,

 
   

2024 (unaudited)

   

2023 (unaudited)

 

Key Metrics

               

Number of products released

    23       10  

Number of total products

    154       129  

Number of products with lifetime revenue exceeding $100 thousand

    73       61  

Product backlog (in millions)

 

$5.44

   

$5.95

 

 

Number of products released:  The total number of distinct new products released into production (products that have completed design, quality, and supply chain readiness) during the period.

 

Number of total products:  The cumulative number of production-released products since our inception through the end of the period.

 

Number of products with lifetime revenue exceeding $100 thousand:  The number of products that have achieved the threshold of cumulative sales of $100,000 since our inception through the end of the period.

 

Product backlog:  The amount of product sales that have been committed to by customers, but have not yet been completed, shipped, or invoiced.  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 cost of revenues from revenues.  Gross margin is expressed as a percentage of total revenues.  Our gross profit may fluctuate from period to period as revenues fluctuate due to the mix of products we sell to customers, royalty revenue volume, operational efficiencies, and changes to our technology expenses and customer support.

 

 

We plan to focus on and grow the sales volume of new and existing products with the highest gross margin.  We intend to continue investing additional resources in our engineering and design capabilities, which drive our research and development efforts and, in turn, drive additional revenue streams and enable us to improve our gross margin over time.  The level and timing of investment in these areas could affect our cost of revenues in the future.

 

Operating Expenses

 

Operating expenses consist primarily of research and development expenses (R&D), sales and marketing expenses, and employee compensation costs for operations management, finance, accounting, information technology, compliance, and human resources personnel.  In addition, general and administrative expenses include non-personnel costs, such as facilities, legal, accounting, and other professional fees, and other supporting corporate expenses not allocated to other departments.  We expect our general and administrative expenses will increase in absolute dollars as our business grows, but we expect general and administrative expenses to decrease as a percent of revenues in the coming years.

 

R&D expenses consist of costs for the design, development, testing, and enhancement of our products and are generally expensed as incurred.  These costs consist primarily of personnel costs, including salaries, benefits, bonuses, and share-based compensation for our product development personnel.  Research and development expenses also include training costs, product management, third-party partner fees, and third-party consulting fees.  We expect our research and development expenses to increase in absolute dollars as our business grows, but as a percent of revenues, R&D expenses are expected to decrease.

 

Sales and marketing expenses consist primarily of employee compensation costs related to sales and marketing, including salaries, benefits, bonuses, and share-based compensation, costs of general marketing activities and promotional activities, travel-related expenses, and allocated overhead.  Sales and marketing expenses also include costs for advertising and other marketing activities.  Advertising is expensed as incurred.  As we expand our sales and marketing efforts, we expect our sales and marketing expenses will increase in absolute dollars.

 

Non-income taxes include excise taxes, sales and use taxes, capital stock and franchise taxes, and property taxes.  Capital stock and franchise taxes are taxes that states charge the Company for the privilege of incorporating or doing business in a state.

 

Interest Expense

 

Interest expense consists primarily of the interest incurred on our debt obligations, our factoring arrangement expense, the non-cash interest expense associated with the amortization of common shares issued to certain of our debtholders, and lease expense related to our capital leases.

 

Results of Operations

 

The following table summarizes the results of our operations for the periods presented:

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 
   

(unaudited)

   

(unaudited)

   

(unaudited)

   

(unaudited)

 

Revenues

  $ 4,523,700     $ 3,365,911     $ 15,725,503     $ 10,376,133  

Direct product costs

    1,571,182       1,490,779       5,562,138       4,444,005  

Gross profit

    2,952,518       1,875,132       10,163,365       5,932,128  

Operating expenses:

                               

Research and development

    2,506,554       2,775,430       7,170,628       8,014,588  

Sales and marketing

    1,749,497       1,445,790       4,685,783       4,437,683  

General and administrative

    1,306,268       1,381,119       3,951,953       4,304,624  

Total operating expenses

    5,562,319       5,602,339       15,808,364       16,756,895  

Operating loss

    (2,609,801 )     (3,727,207 )     (5,644,999 )     (10,824,767 )

Other income (expenses):

                               

Interest income

    63,873             63,873        

Interest expense

    (501,163 )     (731,618 )     (3,042,418 )     (1,462,487 )

Loss on debt extinguishment

    (1,523,221 )           (1,523,221 )      

Change in fair value of warrant liabilities

    (2,623,608 )           (2,623,608 )      

Change in fair value of derivative liabilities

          (47,400 )     158,000       (47,400 )

Other income (expenses)

    (7,645 )     25,277       281,665       31,206  

Total other income (expenses), net

    (4,591,764 )     (753,741 )     (6,685,709 )     (1,478,681 )

Net loss

  $ (7,201,565 )   $ (4,480,948 )   $ (12,330,708 )   $ (12,303,448 )

 

Comparison of the three months ended September 30, 2024 and 2023 (unaudited):

 

   

Three Months Ended September 30,

                 
    2024     2023    

$ Change

   

% Change

 

Revenues

  $ 4,523,700     $ 3,365,911       1,157,789       34 %

 

Revenues increased $1.2 million to $4.5 million for the three months ended September 30, 2024, as compared to $3.4 million for the three months ended September 30, 2023.  The increase in revenues was attributable to a $0.9 million increase in wireless infrastructure product shipments as product ramp for new customers drove volume up.  Revenues were also impacted by increased demand from our international customers, which increased to $1.1 million for the three months ended September 30, 2023 from $0.4 million in the prior year period.  Automotive sales declined from $1.7 million in the year ago period to $1.0 million in the third quarter of 2024.  All other products increased $0.9 million over the prior year period which include our Catalogue products that are used in numerous applications by our customers.

 

 

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, RFPD, during the three months ended September 30, 2024, and September 30, 2023.  RFPD, a large product distributor serving numerous end-user customers, generated 73% and 79% of product revenue for the three months ended September 30, 2024 and 2023, respectively.  Our existing product sales increased from $2.6 million for the three months ended September 30, 2023 to $4.0 million for the three months ended September 30, 2024, as a result of increased sales from new and existing design wins that ramped in 2024.  We also continue to grow our business through the acquisition of new customers.  Sales to new customers grew 193% to $1.7 million for the three months ended September 30, 2024, compared to $0.6 million for the three months ended September 30, 2023.

 

International shipments grew substantially at 183% from $0.4 million to $1.1 million  (approximately 25% of the third quarter of 2024 sales) for the three months ended September 30, 2023 and 2024, respectively.

 

Direct Product Costs and Gross Profit

    Three Months Ended September 30,                  
   

2024

    2023    

$ Change

   

% Change

 

Direct product costs

  $ 1,571,182     $ 1,490,779       80,403       5 %

Gross profit

  $ 2,952,518     $ 1,875,132       1,077,386       57 %

 

Direct product costs increased $0.1 million to $1.6 million for the three months ended September 30, 2024, compared to $1.5 million for the three months ended September 30, 2023.  The 5% increase in direct product cost was driven by a sales volume increase of 62%.  Increases in direct product costs were less than increases in revenues as changes in product mix resulted in lower costs relative to revenue.  Gross profit as a percentage of sales increased from 55.7% for the third quarter of 2023, to 65.3% for the third quarter of 2024 driven in part by higher contribution margins from product mix shifts but as importantly from leverage off of fixed overhead costs which improved margins 380 basis points.  Product mix contributed heavily to the improvement in overall gross margins.  Products that have costs relative to sales of less than 20% (or 80%+ contribution margins) grew 69% from the year ago period, while products with costs relative to sales of greater than 35% (or 65% or lower contribution margins) declined 39%. Overall contribution margins improved 590 basis points from the year ago period.

 

In addition to the impact of improved contribution margins due to product mix on gross profit and gross margin, improved leverage off of fixed overhead costs improved gross margin percentages by 380 basis points as revenues increased from the year ago period of 34 % while the absolute change in dollars spend on fixed overhead were flat at $0.5 million.  As a result, the gross margin loss decreased from 157 basis points to 119 basis points. 

 

Overall direct product costs due to sales volume increase 34% or $0.5 million, had no change in fixed costs and decreased relative to the prior year period due to improved product mix by 29% or ($0.4 million), for a net increase of 5%.

 

Research and Development Expenses

    Three Months Ended September 30,                  
    2024     2023    

$ Change

   

% Change

 

Research and development

  $ 2,506,554     $ 2,775,430       (268,876 )     (10 )%

 

Research and development expenses decreased $0.3 million to $2.5 million for the three months ended September 30, 2024, compared to $2.8 million for the three months ended September 30, 2023.  The decrease was primarily attributable to a decrease in prototype activities.

 

Sales and Marketing Expenses

    Three Months Ended September 30,                  
    2024     2023    

$ Change

   

% Change

 

Sales and marketing

  $ 1,749,497     $ 1,445,790       303,707       21 %

 

Sales and marketing expenses increased $0.3 million to $1.7 million for the three months ended September 30, 2024 compared to $1.4 million for the three months ended September 30, 2023.  Wage, benefits costs and share based compensation increased by $0.3 million, due to additions in sales and marketing staff.

 

General and Administrative Expenses

    Three Months Ended September 30,                  
    2024     2023    

$ Change

   

% Change

 

General and administrative expenses

  $ 1,306,268     $ 1,381,119       (74,851 )     (5 )%

 

General and administrative expenses decreased $0.1 million to $1.3 million for the three months ended September 30, 2024 from $1.4 million for the three months ended September 30, 2023. Within general and administrative expenses, salaries and benefits decreased by $0.2 million due to staffing reductions while a number of other general expenses collectively increased slightly by $0.1 million.

 

 

Other Income (Expenses)

   

Three Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Interest income

  $ 63,873     $     $ 63,873       0 %

Interest expense

  $ (501,163 )   $ (731,618 )   $ 230,455       (31 )%

Loss on debt extinguishment

  $ (1,523,221 )   $     $ (1,523,221 )     0 %

Change in fair value of warrant liabilities

  $ (2,623,608 )   $     $ (2,623,608 )     0 %

Change in fair value of derivative liabilities

  $     $ (47,400 )   $ 47,400       0 %

Other income (expense)

  $ (7,645 )   $ 25,277     $ (32,922 )     -  

Total other income (expenses), net

  $ (4,591,764 )   $ (753,741 )   $ (3,838,023 )     509 %

 

Interest expense decreased $0.3 million to $0.4 million for the three months ended September 30, 2024, compared to $0.7 million for the three months ended September 30, 2023.  The decrease was attributable to a significant paydown of two debt facilities. On August 5, 2024 the Company paid down the Salem Loan Facility by $7.5 million, leaving a remaining balance of $4.5 million.  In addition, the Company utilized less of its asset-based loan, during the third quarter 2024.  As of September 30, 2024, the amount drawn under the Spectrum Loan Facility was $0.5 million compared to $1.0 million on September 30, 2023. 

 

The loss on debt extinguishment  increased by $1.5 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was the result of the Salem Amendment mentioned in Note 5.

 

The change in fair value of warrant liabilities increased by $2.6 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.  Due to the increase in the stock price of the Company's common stock between August 5, 2024 and September 30,2024 there was a remeasurement of the Historical Warrants and the North Run Warrants, which are accounted for as liabilities and carried at fair value at September 30, 2024.  

 

Comparison of the nine months ended September 30, 2024 and 2023 (unaudited):

 

   

Nine Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Revenues

  $ 15,725,503     $ 10,376,133       5,349,370       52 %

 

Revenues increased $5.3 million to $15.7 million for the nine months ended September 30, 2024, as compared to $10.4 million for the nine months ended September 30, 2023.  The increase in revenues was attributable to a $4.0 million increase in wireless infrastructure product shipments as programs at new customers drove volume up.  Revenues were also impacted by increased demand from to our international customers, which more than doubled to $3.0 million.  Our catalogue products also enjoyed healthy increases growing by 62% to $2.1 million.  Repeaters/DAS revenue increased $0.7 million to $2.2 million for the nine months ended September 30, 2024. These increases were partially offset by declines in automotive products which decreased $0.8 million, or 16.1%, to $4.3 million.

 

 

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, RFPD, during the nine months ended September 30, 2024, and September 30, 2023.  RFPD, a large product distributor serving numerous end-user customers, generated 78% and 81% of product revenue for the nine months ended September 30, 2024 and 2023, respectively.  Our existing product sales increased from $8.7 million for the nine months ended September 30, 2023 to $13.5 million for the nine months ended September 30, 2024, as a result of increased sales from new and existing design wins that ramped in 2024.  We also continue to grow our business through the acquisition of new customers.  Sales to new customers grew 297% to $6.6 million for the nine months ended September 30, 2024, compared to $1.6 million for the nine months ended September 30, 2023.

 

Nonproduct (royalty and non-recurring engineering ("NRE")) revenues were down $0.4 million for the nine months ended September 30, 2024, compared to September 30, 2023, at essentially $0.  

 

International shipments grew substantially, increasing 109% from $1.4 million for the nine months ended September 30, 2023 to $3.0 million for the nine months ended September 30, 2024  (approximately 19% of the total third quarter 2024 product sales).

 

Direct Product Costs and Gross Profit

   

Nine Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Direct product costs

  $ 5,562,138     $ 4,444,005       1,118,133       25 %

Gross profit

  $ 10,163,365     $ 5,932,128       4,231,237       71 %

 

Direct product costs increased $1.1 million to $5.6 million for the nine months ended September 30, 2024, compared to $4.4 million for the nine months ended September 30, 2023.  The 25% increase in direct product costs was driven by a sales volume increase of 52%.  Increases in direct product costs were less than increases in revenues as changes in product mix resulted in lower costs relative to revenue. 

 

Gross profit as a percentage of sales increased from 57.2% for the nine months ended September 2023, to 64.6% for the nine months ended September 2024, driven by higher contribution margins from product mix shifts, as well as improved leverage off of fixed overhead costs.  Product mix contributed heavily to the improvement in overall gross margins.  Products that have costs relative to sales of less than 20% (or 80%+ contribution margins) grew 196% from the year ago period, while products with costs relative to sales of greater than 35% (or 65% or lower contribution margins) declined 16%. Overall contribution margins improved 290 basis points from the year ago period.

 

In addition to the impact of improved contribution margins due to product mix on gross profit and gross margin, improved leverage off of fixed overhead costs improved gross margin percentages by 450 basis points as revenues increased from the year ago period of 25 % while the absolute change in dollars spend on fixed overhead were nearly flat at $1.7 million or $0.1 million higher than the prior year period of $1.6 million.  As a result, the gross margin loss decreased from 150 basis points to 110 basis points. 

 

Overall direct product costs that were due to sales volume increases of 52% or $2.2 million were offset by lower direct product costs due to mix for net increase of 25%, $1.1 million while there was no change in fixed costs.

 

Research and Development Expenses

   

Nine Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Research and development

  $ 7,170,628     $ 8,014,588       (843,960 )     (11 )%

 

Research and development expenses decreased $0.8 million to $7.2 million for the nine months ended September 30, 2024, compared to $8.0 million for the nine months ended September 30, 2023.  The decrease was attributable to $0.5 million reduction in lab support and information technology support costs and $0.3 million of reductions on research and development prototyping activities.

 

Sales and Marketing Expenses

   

Nine Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Sales and marketing

  $ 4,685,783     $ 4,437,683       248,100       6 %

 

Sales and marketing expenses increased $0.2 million to $4.6 million for the nine months ended September 30, 2024, due to increases in wages and benefits of $0.2 million. 

 

General and Administrative Expenses

   

Nine Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

General and administrative expenses

  $ 3,951,953     $ 4,304,624       (352,671 )     (8 )%

 

General and administrative expenses decreased $0.4 million to $3.9 million for the nine months ended September 30, 2024, compared to $4.3 million for the nine months ended September 30, 2023. Within general and administrative expenses, lower administration and information technology costs driven by salary and benefit reductions due to staffing changes was the primary driver of overall expense reductions.

 

 

Other Income (Expenses)

   

Nine Months Ended September 30,

                 
   

2024

   

2023

   

$ Change

   

% Change

 

Interest income

  $ 63,873     $     $ 63,873       0 %

Interest expense

  $ (3,042,418 )   $ (1,462,487 )   $ (1,579,931 )     108 %

Loss on debt extinguishment

  $ (1,523,221 )   $     $ (1,523,221 )     0 %

Change in fair value of warrant liabilities

  $ (2,623,608 )   $     $ (2,623,608 )     0 %

Change in fair value of derivative liabilities

  $ 158,000     $ (47,400 )   $ 205,400       0 %

Other income (loss)

  $ 281,665     $ 31,206     $ 250,459       803 %

Total other income (expenses), net

  $ (6,749,582 )   $ (1,478,681 )   $ (5,270,901 )     356 %

 

Interest expense increased $1.5 million to $3.0 million for the nine months ended September 30, 2024, compared to $1.5 million for the nine months ended September 30, 2023.  The increase was attributable to reductions in the Company's two principal loan facilities. During the third quarter of 2024 the Company paid down $7.5 million of the $12 million balance of the Salem Loan Facility, greatly reducing interest expense, beginning in August 2024. In addition, the Company utilized less of its asset-based loan.  As of September 30, 2024, the amount drawn under the Spectrum Loan Facility was $0.5 million compared to $1.0 million on September 30, 2023. 

 

The loss on debt extinguishment  increased by $1.5 million for the three months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was the result of the Salem Amendment mentioned in Note 5.

 

The change in fair value of warrant liabilities increased by $2.6 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was the result of the remeasurement of the Historical Warrants and the North Run Warrants that are accounted for as liabilities and carried at fair value at September 30, 2024.  

 

 

Liquidity and Capital Resources

 

Our primary source of liquidity has been cash raised from private placements and debt financing.  As of September 30, 2024, we had cash resources of $11.3 million.  We also have two loan facilities, one of which is for up to $3.75 million with a specialty lender (referred to as the Spectrum Loan Facility, described in Note 5 to our unaudited condensed consolidated financial statements), and the other of which is for up to $4.5 million with a different lender (referred to as the Salem Loan Facility, also described in Note 5 to our unaudited condensed consolidated financial statements).  As of September 30, 2024, we had drawn down $0.5 million under the Spectrum Loan Facility and $4.5 million under the Salem Loan Facility.  On March 28, 2024 we completed the initial closing of the 2024 Private Placement of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt.  On April 7, 2024, we completed a second closing, raising additional net cash proceeds of approximately $0.1 million after deduction of expenses. 

 

On August 5, 2024, the Company completed the North Run Private Placement, raising cash proceeds of approximately $21.6 million, net of transaction expenses. Additionally, on August 2, 2024, the Company initiated the amendment of the Salem Loan Facility 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 North Run transaction.” 

 

The Company believes that its existing cash following the North Run Private Placement will provide sufficient resources to support operations and cover existing contractual obligations and other obligations that may arise through the next twelve months and beyond. 

 

We have incurred recurring losses and negative cash flows from operations since inception and have an accumulated deficit at September 30, 2024 of $55.4 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 over time cash reserves will provide the necessary working capital to operate the Company. 

 

Cash (used in) provided by:

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 
                 

Operating activities

  $ (3,790,764 )   $ (11,178,989 )

Investing activities

    (673,908 )     (138,470 )

Financing activities

    14,961,095       7,853,963  

Net increase (decrease) in cash

  $ 10,496,423     $ (3,463,496 )

 

 

Operating Activities

 

Cash used in operating activities was $3.8 million and $11.2 million for the nine months ended September 30, 2024 and 2023, respectively.  Cash used in operating activities for the nine months ended September 30, 2024 was principally due to our net loss of $12.3 million, including non-cash items of $8.0 million, and an increase in working capital of $0.5 million. For the nine months ended September 30, 2024, non-cash items that were a part of the net operating loss included depreciation and amortization of $1.1 million, stock-based compensation of $1.2 million, change in fair value of warrant liabilities and derivative liabilities of $2.5 million, loss on the extinguishment of debt of $1.5 million and non-cash and accretion of notes payable of $1.7 million.  

 

Cash used in operating activities for the nine months ended September 30, 2023 was principally due to our net loss of $12.3 million.  For the nine months ended September 30, 2023, non-cash items that were a part of the net operating loss included depreciation of $1.2 million and stock-based compensation of $0.9 million.  During the nine months ended September 30, 2023, decreases in accounts payable of $1.8 million and increases to accounts receivable of  $0.4 million partially contributed to the cash used in operating cash flow as noted above.

 

Investing Activities

 

Cash used in investing activities was $674 thousand and $138 thousand for the nine months ended September 30, 2024 and 2023, respectively.  Cash used in investing activities resulted from the purchase of intangible assets in the second quarter of 2024 and from capital expenditures on property and equipment for all periods presented. 

 

Financing Activities

 

Cash provided by financing activities for the nine months ended September 30, 2024 of $15.0 million was primarily attributable to net proceeds of $24.6 million from private placement equity financings in the second and third quarter of 2024 along with significant debt repayments made in the third quarter of 2024 of $8.4 million.  A total of $1.2 million, related to principal payments on finance leases and repayment of financed insurance premiums, also contributed to the net cash provided.

 

Cash provided by financing activities for the nine months ended September 30, 2023 of $7.9 million was primarily attributable to net private placement offering proceeds of $5.4 million and $3.8 million of additional debt financing including the existing asset based line.  Additional contributors to the net cash provided by financing activities were principal payments on finance leases of $0.8 million and repayments of finance insurance premiums of $0.4 million.

 

Contractual Obligations and Commitments

 

The following summarizes our significant contractual obligations as of September 30, 2024 (unaudited).  

 

   

Payments due by period

 
   

Total

   

Less than 1 year

   

1 – 3 years

   

4 – 5 years

   

More than 5 years

 

Purchase order obligations

  $ 559,305     $ 559,305     $     $     $  

Long-term notes

    4,500,000             3,000,000       1,500,000        

Long-term debt

    493,214             453,689       39,525        

Short-term debt

    855,305       855,305                    

Operating lease obligations

    6,352,445       657,978       592,181       1,186,858       3,915,428  

Finance lease obligations

    1,846,057       800,091       843,925       191,482       10,559  

Total

  $ 14,606,326     $ 2,872,679     $ 4,889,795     $ 2,917,865     $ 3,925,987  

 

Off-Balance Sheet Arrangements

 

As of September 30, 2024 and December 31, 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 condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date and reported amounts of revenue and expenses during the reporting period.  Our most significant estimates and judgments in the preparation of our unaudited interim condensed consolidated financial statements involve revenue recognition, the valuation of our stock-based compensation, including the underlying estimated fair value of our common stock, derivative liabilities, warrant liabilities, lease accounting, and income taxes including the valuation allowance for deferred tax assets.  Accordingly, actual results may differ from these estimates.  To the extent that there are differences between our estimates and actual results, our future consolidated financial statement presentation, financial condition, results of operations, and cash flows will be affected.

 

Other than as described under Note 2 to our audited consolidated financial statements and as described above, the Critical Accounting Policies and Significant Judgments and Estimates included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC 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.

 

Share-Based Compensation

 

We recognize the grant-date fair value of share-based awards issued as compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award.  To date, we have not issued awards where vesting is subject to performance or market conditions.  The fair value of stock options is estimated at the time of grant using the Black-Scholes option pricing model, which requires the use of inputs and assumptions such as the fair value of the underlying common stock, exercise price of the option, expected term, risk-free interest rate, expected volatility and dividend yield, the most critical of which is the estimated fair value of our common stock.

 

The estimated fair value of each grant  of stock options awarded during fiscal 2024 and 2023 was determined using the following methods and assumptions:

 

Fair value of common stock.  Market trading value. 

 

Expected term.  Due to the lack of a large public market for the trading of our common stock and the lack of sufficient company-specific historical data, the expected term of employee stock options is determined using the “simplified” method, as prescribed in SAB No.107 ("SAB 107"), Share-Based Payment, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option.

 

 

Risk-free interest rate.  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.

 

Expected volatility.  The expected volatility is based on historical volatilities of peer companies within our industry which were commensurate with the expected term assumption, as described in SAB 107.

 

Dividend yield.  We assume a dividend yield of 0% because we have never paid, and for the foreseeable future do not expect to pay, a dividend on our common stock.

 

The inputs and assumptions used to estimate the fair value of share-based payment awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.  As a result, if factors change and management uses different inputs and assumptions, our share-based compensation expense could be materially different for future awards.

 

The Option Price Method, or OPM, treats common stock as call options on a company’s enterprise value, with exercise prices based on the liquidation preferences of the preferred stock.  The OPM uses the Black-Scholes option-pricing model to determine the price of the call option.  The OPM is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts would be highly speculative.

 

Our common stock became quoted on the OTCQX, an OTC Markets Group trading platform, on May 13, 2022.  We began using our quoted common stock price as a fair value estimation factor to value our common stock once it achieved sufficient trading volume during the year ended December 31, 2022.

 

Recently Adopted Accounting Standards

 

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited interim condensed consolidated financial statements appearing elsewhere in this Quarterly Report.

 

JOBS Act Accounting Election

 

We are an emerging growth company, as defined in the JOBS Act.  Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are no longer an emerging growth company, or affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.  We have not elected to early adopt certain new accounting standards, as described in Note 2 to our unaudited interim condensed consolidated financial statements.  As a result, our unaudited interim condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Managements 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, 2023, 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 under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

 

Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of  September 30, 2024.

 

Changes in Internal Control over Financial Reporting

 

None.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We are not a party to any material pending legal proceedings.  From time to time, we may become involved in lawsuits and legal proceedings that arise in the ordinary course of business.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

Trading Arrangements of Section 16 Reporting Persons

 

During the quarter ended September 30, 2024 no 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 6. EXHIBITS.

 

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.  Where so indicated, exhibits that were previously filed are incorporated by reference.  For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.

 

Exhibit

Description

Form

File No.

Exhibit

Filing Date

Filed

Herewith

2.1

Agreement and Plan of Merger and Reorganization among Laffin Acquisition Corp., Guerrilla RF Acquisition Co. and Guerrilla RF, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).

8-K

000-56238

2.1

October 27, 2021

 
3.1 Certificate of Merger relating to the merger of Guerrilla RF Acquisition Co. with and into Guerrilla RF, Inc., filed with the Secretary of State of the State of Delaware on October 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2021). 8-K 000-56238 3.1 October 27, 2021  

3.2

Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on October 22, 2021 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).

8-K

000-56238

3.2

October 27, 2021

 
3.3 Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on April 14, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 14, 2023). 8-K 000-56238 3.1 April 14, 2023  
3.4 Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on May 2, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 3, 2024). 8-K 000-56238 3.1 May 3, 2024  

3.5

Amended and restated bylaws (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).

8-K

000-56238

3.3

October 27, 2021

 
3.6 Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024). 8-K 000-56238 3.1 August 6, 2024  
4.1 Form of Lock Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on April 1, 2024). 8-K 000-56238 10.3 April 1, 2024  

4.2

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).

8-K

000-56238

4.2

October 27, 2021

 
4.3 Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 3, 2023) 8-K 000-56238 10.2 January 3, 2023  
4.4 Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 1, 2024). 8-K 000-56238 10.2 April 1, 2024  
4.5

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).

8-K 000-56238 4.1 August 6, 2024  
10.1 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024). 8-K 000-56238 10.1 August 6, 2024  
10.2 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 6, 2024). 8-K 000-56238 10.2 August 6, 2024  
10.3 Amendment No. 2 to Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024). 8-K 000-56238 10.1 August 6, 2024  

31.1

Certification of Ryan Pratt, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.2

Certification of John Berg, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.1

Certification of Ryan Pratt, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

32.2

Certification of John Berg, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

X

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

X

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

X

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document.

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

X

104

Cover Page Interactive Data File - the cover page from the Registrant’s from Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.

X

 


 

 

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.

 

 

GUERRILLA RF, INC.

 

 

 

 Date: November 14, 2024

By:

/s/ Ryan Pratt

 

 

Ryan Pratt

Chief Executive Officer (principal executive officer)

 

  GUERRILLA RF, INC.

 

 

 

 Date: November 14, 2024

By:

/s/ John Berg

 

 

John Berg

Chief Financial Officer (principal financial officer)

 

42

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:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Guerrilla RF, Inc. for the quarter ended September 30, 2024;

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;

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;

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:

 

(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

 

(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;

 

(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

 

(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

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):

 

(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

 

(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.

 

 

Date: November 14, 2024

By: 

/s/ Ryan Pratt

   

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, John Berg, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Guerrilla RF, Inc. for the quarter ended September 30, 2024;

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;

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;

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:

 

(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

 

(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;

 

(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

 

(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

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):

 

(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

 

(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.

 

 

Date: November 14, 2024

By: 

/s/ John Berg

   

John Berg

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Guerrilla RF, Inc. (the "Company") for the quarter ended September 30, 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:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 14, 2024

By: 

/s/ Ryan Pratt

   

Ryan Pratt

President, Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Guerrilla RF, Inc. (the "Company") for the quarter ended September 30, 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:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 14, 2024

By: 

/s/ John Berg

   

John Berg

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

 

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 07, 2024
Document Information [Line Items]    
Entity Central Index Key 0001832487  
Entity Registrant Name Guerrilla RF, Inc.  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 000-56238  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 85-3837067  
Entity Address, Address Line One 2000 Pisgah Church Road  
Entity Address, City or Town Greensboro  
Entity Address, State or Province NC  
Entity Address, Postal Zip Code 27455  
City Area Code 336  
Local Phone Number 510-7840  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   10,219,930
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Assets    
Cash $ 11,277,741 $ 781,318
Accounts receivable, net 1,822,514 2,079,111
Inventories, net 1,916,510 1,533,592
Prepaid expenses 214,027 458,313
Total Current Assets 15,230,792 4,852,334
Prepaid expenses and other 78,751 0
Intangible assets, net 355,829 0
Operating lease right-of-use assets 9,627,914 10,500,620
Property, plant, and equipment, net 2,869,845 3,659,084
Total Assets 28,163,131 19,012,038
Liabilities, Redeemable Preferred Stock and Stockholders' Deficit    
Accounts payable and accrued expenses 2,004,855 2,099,537
Short-term debt 855,305 1,628,667
Derivative liabilities 0 158,000
Warrant liabilities 6,946,522 0
Operating lease liability, current portion 657,978 745,969
Finance lease liability, current portion 800,091 978,543
Notes payable, current portion, net 0 10,948,668
Total Current Liabilities 11,264,751 17,338,478
Long-term debt 493,214 698,600
Operating lease liability 5,694,467 6,176,508
Finance lease liability 1,045,966 1,593,979
Notes payable 4,500,000 0
Total Liabilities 22,998,398 25,807,565
Commitments and Contingencies
Stockholders' Deficit    
Undesignated preferred stock, $0.0001 par value, 9,978,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023 0 0
Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,206,931 and 7,893,205 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 1,021 789
Additional paid-in capital 40,500,327 36,243,146
Accumulated deficit (55,370,170) (43,039,462)
Total Stockholders' Deficit (14,868,822) (6,795,527)
Total Liabilities, Redeemable Preferred Stock and Stockholders' Deficit 28,163,131 19,012,038
Series A Convertible Preferred Stock [Member]    
Liabilities, Redeemable Preferred Stock and Stockholders' Deficit    
Series A convertible preferred stock, $0.0001 par value, 22,000 shares authorized, 22,000 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 20,033,555 0
Nonrelated Party [Member]    
Liabilities, Redeemable Preferred Stock and Stockholders' Deficit    
Convertible notes 0 78,905
Related Party [Member]    
Liabilities, Redeemable Preferred Stock and Stockholders' Deficit    
Convertible notes $ 0 $ 700,189
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 9,978,000 9,978,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 50,000,000 50,000,000
Common stock, issued (in shares) 10,206,931 7,893,205
Common stock, outstanding (in shares) 10,206,931 7,893,205
Series A Convertible Preferred Stock [Member]    
Temporary Equity, Par or Stated Value Per Share (in dollars per share) $ 0.0001 $ 0.0001
Temporary Equity, Shares Authorized (in shares) 22,000 22,000
Temporary Equity, Shares Issued (in shares) 22,000 0
Temporary Equity, Shares Outstanding (in shares) 22,000 0
Preferred stock, shares issued (in shares) 22,000 0
Preferred stock, shares outstanding (in shares) 22,000 0
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues $ 4,523,700 $ 3,365,911 $ 15,725,503 $ 10,376,133
Direct product costs 1,571,182 1,490,779 5,562,138 4,444,005
Gross Profit 2,952,518 1,875,132 10,163,365 5,932,128
Operating Expenses:        
Research and development 2,506,554 2,775,430 7,170,628 8,014,588
Sales and marketing 1,749,497 1,445,790 4,685,783 4,437,683
General and administrative 1,306,268 1,381,119 3,951,953 4,304,624
Total Operating Expenses 5,562,319 5,602,339 15,808,364 16,756,895
Operating Loss (2,609,801) (3,727,207) (5,644,999) (10,824,767)
Interest income 63,873 0 63,873 0
Interest expense (501,163) (731,618) (3,042,418) (1,462,487)
Loss on debt extinguishment (1,523,221) 0 (1,523,221) 0
Change in fair value of warrant liabilities (2,623,608) 0 (2,623,608) 0
Change in fair value of derivative liabilities 0 (47,400) 158,000 (47,400)
Other income (expense) (7,645) 25,277 281,665 31,206
Total Other Expenses, net (4,591,764) (753,741) (6,685,709) (1,478,681)
Net Loss $ (7,201,565) $ (4,480,948) $ (12,330,708) $ (12,303,448)
Net loss per share - basic and diluted (in dollars per share) $ (0.71) $ (0.62) $ (1.31) $ (1.8)
Weighted average common shares outstanding - basic and diluted (in shares) 10,139,230 7,211,095 9,392,326 6,841,253
Product [Member]        
Revenues $ 4,523,620 $ 3,354,879 $ 15,723,125 $ 9,970,600
Royalty and Non-recurring Engineering [Member]        
Revenues $ 80 $ 11,032 $ 2,378 $ 405,533
v3.24.3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 621 $ 29,427,440 $ (27,073,168) $ 2,354,893
Net loss 0 0 (4,001,418) (4,001,418)
Equity financing, net of issuance costs 53 3,658,622 0 3,658,675
Share-based compensation 3 268,637 0 268,640
Balance at Mar. 31, 2023 678 33,454,698 (31,074,586) 2,380,790
Shares issued for prepaid services 1 99,999 0 100,000
Share-based compensation 3 268,637 0 268,640
Balance at Dec. 31, 2022 621 29,427,440 (27,073,168) 2,354,893
Net loss       (12,303,448)
Reclassification of historical warrants       0
Balance at Sep. 30, 2023 789 35,851,380 (39,376,616) (3,524,447)
Balance at Mar. 31, 2023 678 33,454,698 (31,074,586) 2,380,790
Net loss 0 0 (3,821,082) (3,821,082)
Equity financing, net of issuance costs 1 96,756 0 96,757
Share-based compensation 0 330,177 0 330,177
Balance at Jun. 30, 2023 679 33,881,631 (34,895,668) (1,013,358)
Share-based compensation 0 330,177 0 330,177
Net loss 0 0 (4,480,948) (4,480,948)
Equity financing, net of issuance costs 106 1,685,120 0 1,685,226
Share-based compensation 4 284,629 0 284,633
Balance at Sep. 30, 2023 789 35,851,380 (39,376,616) (3,524,447)
Share-based compensation 4 284,629 0 284,633
Balance at Dec. 31, 2023 789 36,243,146 (43,039,462) (6,795,527)
Net loss 0 0 (3,372,552) (3,372,552)
Equity financing, net of issuance costs 202 5,750,870 0 5,751,072
Net settled RSUs 0 (5,872) 0 (5,872)
Share-based compensation 4 396,193 0 396,197
Balance at Mar. 31, 2024 995 42,384,337 (46,412,014) (4,026,682)
Share-based compensation 4 396,193 0 396,197
Balance at Dec. 31, 2023 789 36,243,146 (43,039,462) (6,795,527)
Net loss       (12,330,708)
Reclassification of historical warrants       2,759,514
Balance at Sep. 30, 2024 1,021 40,500,327 (55,370,170) (14,868,822)
Balance at Mar. 31, 2024 995 42,384,337 (46,412,014) (4,026,682)
Net loss 0 0 (1,756,591) (1,756,591)
Equity financing, net of issuance costs 5 62,809 0 62,814
Net settled RSUs 0 (802) 0 (802)
Share-based compensation 6 338,030 0 338,036
Stock options exercised 0 6,000 0 6,000
Balance at Jun. 30, 2024 1,006 42,790,374 (48,168,605) (5,377,225)
Share-based compensation 6 338,030 0 338,036
Net loss 0 0 (7,201,565) (7,201,565)
Net settled RSUs 0 (40,874) 0 (40,874)
Share-based compensation 15 510,341 0 510,356
Reclassification of historical warrants 0 (2,759,514) 0 (2,759,514)
Balance at Sep. 30, 2024 1,021 40,500,327 (55,370,170) (14,868,822)
Share-based compensation $ 15 $ 510,341 $ 0 $ 510,356
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Net loss $ (12,330,708) $ (12,303,448)
Adjustment to reconcile net loss to net cash used in operating activities    
Depreciation and amortization 1,131,572 1,244,394
Share-based compensation 1,244,589 883,450
Non-cash interest expense related to debt financing 425,299 200,799
Accretion of notes payables 1,250,499 318,585
Impairment on property plant and equipment and operating lease 0 105,055
Change in fair value of warrant liabilities 2,623,608 (0)
Change in fair value of derivative liabilities (158,000) 47,400
Loss on extinguishment of debt 1,523,221 0
Changes in assets and liabilities:    
Accounts receivable 256,597 (416,512)
Inventories (382,918) (231,004)
Prepaid expenses 415,142 932,917
Accounts payable and accrued expenses (92,339) (1,764,028)
Operating lease liability 302,674 (196,597)
Net cash used in operating activities (3,790,764) (11,178,989)
Cash flows from investing activities    
Purchases of property, plant, and equipment (302,608) (138,470)
Purchases of intangible assets (371,300) 0
Net cash used in investing activities (673,908) (138,470)
Cash flows from financing activities    
Proceeds from stock options exercised 6,000 0
Proceeds from notes payable, derivative liabilities and factoring agreement 11,516,739 10,864,539
Principal payments of notes payable and recourse factoring agreement (19,821,023) (7,072,726)
Proceeds from equity financing, net 24,616,598 5,440,658
Principal payments on finance lease (726,519) (812,315)
Repayment of finance insurance premiums (630,700) (421,962)
Payment of deferred offering costs 0 (144,231)
Net cash provided by financing activities 14,961,095 7,853,963
Net increase (decrease) cash 10,496,423 (3,463,496)
Cash, beginning of period 781,318 4,340,407
Cash, end of period 11,277,741 876,911
Noncash investing and financing transactions:    
Reclassification of historical warrants 2,759,514 0
Modifications on finance leases 54 358,487
Conversion of debt into equity 2,794,243 0
Property and equipment additions included in accounts payable 24,200 2,000
Shares issued for prepaid services 0 100,000
Financing of property and equipment 0 512,389
Financing of insurance premiums and software 249,607 173,360
Right-of-use assets obtained through operating lease 0 7,289,971
Financing of mask set and wafer $ 0 $ 256,693
v3.24.3
Note 1 - Organization and Nature of Business
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Nature of Operations [Text Block]

1. ORGANIZATION AND NATURE OF BUSINESS

 

Guerrilla RF, Inc. (formerly known as Laffin Acquisition Corp., the “Company”) was incorporated in the State of Delaware on  November 9, 2020.  On  October 22, 2021, the Company's wholly-owned subsidiary, Guerrilla RF Acquisition Corp., a corporation formed in the State of Delaware on  October 20, 2021 (“Acquisition Sub”) and privately held Guerrilla RF Operating Corporation (formerly known as Guerrilla RF, Inc.) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).  Pursuant to the terms of the Merger Agreement, on  October 22, 2021 (the “Closing Date”), Acquisition Sub merged with and into Guerrilla RF Operating Corporation with Guerrilla RF Operating Corporation continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”).  On May 30, 2023, Guerrilla RF Operating Corporation was merged with and into Guerrilla RF, Inc.

 

Prior to the Merger, Laffin Acquisition Corp. was a “shell” company registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with no specific business plan or purpose until it began operating the business of Guerrilla RF Operating Corporation following the closing of the Merger.

 

All references in these unaudited interim condensed consolidated financial statements and related Quarterly Report 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.

 

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. 

 

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.

v3.24.3
Note 2 - Basis of Presentation and Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Basis of Presentation and Significant Accounting Policies [Text Block]

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q ("Form 10-Q"), and are presented in U.S. dollars.  Accordingly, they do not include all of the information and notes required by GAAP for annual consolidated financial statements.  Any reference in these Notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).  The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company.  All intercompany accounts and transactions have been eliminated in consolidation.

 

The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements.  These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the fiscal year ended  December 31, 2023 ("2023 Form 10-K").  This report should be read in conjunction with our 2023 Form 10-K filed with the SEC on March 29, 2024.  In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates, and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2024 and its results of operations, cash flows, and changes in stockholders' deficit for the three and nine months ended September 30, 2024 and 2023.  The results for the three and/or nine months ended September 30, 2024 are not necessarily indicative of the results expected for any future period or the full year.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.  The Company has elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.  This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of our unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and related disclosures.  The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and reported amounts of revenue and expenses during the reporting period.  The Company’s significant estimates and judgments involve the valuation of share-based compensation, derivatives and warrant liabilities and the valuation of equity financing.  Accordingly, actual results could differ from those estimates.

 

Reclassifications

 

Certain prior period balance sheet and cash flow amounts have been reclassified to conform to the Company's fiscal 2024 presentation.  These reclassifications have no impact on the Company's previously reported net loss.

 

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 views its operations and manages its business in one segment.

 

Concentrations of Credit Risk and Major Customers

 

Financial instruments at September 30, 2024, and December 31, 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.

 

The Company’s accounts receivable are derived from revenue earned from customers located inside and outside of the U.S.  Major customers are defined as those generating revenue in excess of 10% of the Company’s aggregate annual revenue.  The Company hadone major distributor customer, Richardson RFPD, Inc. ("RFPD").  RFPD, a large product distributor serving numerous end-user customers, accounted for 78% and 81% of product shipment revenue for the nine months ended September 30, 2024 and 2023, respectively.  Accounts receivable from RFPD represented 71% and 81% of accounts receivable at September 30, 2024 and December 31, 2023, respectively.  

 

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 September 30, 2024, there were $0.5 million of advances outstanding under the Spectrum Loan Facility.  At September 30, 2024, $53 thousand of excess collateral was due from Spectrum, which is included in accounts receivable on the unaudited interim condensed consolidated balance sheets.  See Note 5 for additional discussion on the Spectrum Loan Facility.

 

Revenue Recognition

 

The Company recognizes product revenue when it satisfies a performance obligation by transferring a product or service to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Any shipping and handling fees charged to customers in conjunction with product distribution are reported within revenue. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. The Company provides an assurance-type warranty to its customers as part of its contracts' standard terms and conditions, which does not include a right of return for properly functioning products not deemed obsolete. These warranties do not provide an additional distinct service to the customer and are not deemed a separate performance obligation. Royalty revenue is recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales-based royalties have been allocated are satisfied.

 

As of September 30, 2024 and 2023, the Company had $0 and $250 thousand, respectively, 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 September 30, 2024 and 2023, the Company did not have any contractual liabilities where performance obligations have not yet been satisfied. During the quarters ended September 30, 2024 and 2023, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

 

The costs incurred by the Company for shipping and handling of materials used in its products are classified as cost of revenue in the unaudited interim condensed consolidated statements of operations. Any incidental items that are immaterial in the context of a sale to a customer are recognized as expense.

 

Share-Based Compensation

 

The Company measures and recognizes compensation expense for all stock options, shares of stock, and restricted stock units ("RSU") awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date.  The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards.  The Company estimates the fair value of RSUs awarded based upon the known 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 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 and involve many variables, uncertainties, and assumptions, and the application of management’s judgment, as they are inherently subjective.

 

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.

 

Net Income (Loss) Per Share

 

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period.  Holders of Series A convertible preferred stock participate in income but not in losses and, as a result, the Company allocates net income between common and preferred shares.  Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, which would result in the issuance of incremental shares of common stock.

 

In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations because a net loss existed for the three and nine months ended September 30, 2024 and 2023 There were 10,139,230 and 7,211,095 weighted average shares outstanding for the three months ended September 30, 2024 and 2023, respectively.  There were 9,392,326 and 6,841,253 weighted average shares outstanding for the nine months ended September 30, 2024 and 2023, respectively.  All warrants, options, and unvested restricted stock units were excluded from the calculation of net loss per share for the periods presented.

 

The following potentially dilutive securities have been excluded from the computation of basic shares for the three months ended September 30, 2024 and 2023 (unaudited), as they would be anti-dilutive:

 

   

Three Months Ended September 30,

  

2024

  

2023

 

Series A convertible preferred stock

  7,213,115   - 

Common stock warrants

  5,780,955   824,340 

Restricted stock units

  575,404   458,724 

Stock options

  389,207   609,567 
   13,958,681   1,892,631 

 

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 815Derivatives 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.  

 

Redeemable / 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, which 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.

 

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 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.

 

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. 

 

Going Concern

 

Beginning in the fourth quarter of 2021, the Company disclosed conditions and events, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. On August 5, 2024, the Company issued 22,000 shares of preferred stock raising $21.6 million, net of transaction expenses. Additionally, the Company amended its loan facility (the 'Salem Loan Facility') with Salem Investment Partners V, Limited Partnership ('Salem') 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. 

 

Management has assessed the Company's ability to continue as a going concern for one year from the financial statement issuance date for the fiscal quarter ended September 30, 2024. Based on the actions described above, management has determined the Company has alleviated the substantial doubt previously disclosed and has sufficient liquidity to satisfy its obligations for the next twelve months.  Based on cash on hand as of the date these unaudited condensed consolidated financial statements were issued, the Company believes it has sufficient cash to fund operations for at least twelve months after the issuance date.

 

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 unaudited interim condensed consolidated financial statements.

 

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 is not expected to 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 and condensed financial statements and disclosures included within notes to consolidated and condensed 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 unaudited interim condensed consolidated financial statements.

 


v3.24.3
Note 3 - Inventories
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

3. INVENTORIES

 

Inventories are summarized as follows:

    September 30, 2024          
   

(unaudited)

   

December 31, 2023

 

Raw materials

  $ 506,958     $ 488,548  

Work-in-process

    50,086       132,511  

Finished goods

    1,382,735       922,194  

Inventory allowance

    (23,269 )     (9,661 )

Inventories, net

  $ 1,916,510     $ 1,533,592  

 

v3.24.3
Note 4 - Property and Equipment
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY AND EQUIPMENT

 

Property and equipment is summarized as follows:

  September 30, 2024     
  (unaudited)  

December 31, 2023

 

Production assets

 $2,205,460  $1,927,958 

Computer equipment and software

  959,222   937,957 

Lab equipment

  3,596,303   3,588,560 

Office furniture and fixtures

  1,290,329   1,328,570 

Leasehold improvements

  171,257   228,143 

Construction in progress

  20,353   - 
   8,242,924   8,011,188 

Less accumulated depreciation

  (5,373,079)  (4,352,104)
  $2,869,845  $3,659,084 

 

Depreciation and amortization expense was $1,131,572 and $1,244,394 for the nine months ended September 30, 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.

 


v3.24.3
Note 5 - Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

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 could 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 would automatically be reduced by 1/48 th  each month during the term of the facility. The Credit Agreement also allowed 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 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.  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.  As of September 30, 2024, the Company was in compliance with these covenants and restrictions.

 

The Company has borrowed $0.5 million under the Spectrum Loan Facility as of September 30, 2024.  The Company includes the interest expense of the Spectrum Loan Facility ($75 thousand) as part of its interest expense on its unaudited interim condensed consolidated statements of operations, and the total amount of $0.5 million borrowed under the Spectrum Loan Facility is included as short-term debt on the consolidated balance sheet as of September 30, 2024.

 

Salem Loan Facility

 

On  August 11, 2022, the Company entered into the Salem Loan Facility. 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. 

 

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 Agreement provides that the Company must maintain compliance with certain net cash flow and liquidity requirements. As of September 30, 2024, the Company was in full compliance with all covenants, representations, and warranties set forth in the A&R Loan Agreement.

 

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. AMB Investments, LLC owns a 47.17% participation interest in those 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 advances made in the second half of 2023. 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 five-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. 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 September 30, 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 September 30, 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, net

 $4,500,000 

 

 

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 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 Notes in the principal of $500,000 has an approximate effective simple interest rate of 17.4% per annum.  The debt discount was 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.    

 

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 millionwhich 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 September 30, 2024 related to the April 2022 furniture financing are $111 thousand.  

 

 

Debt Maturity

 

As of September 30, 2024, debt (as discounted) is expected to mature as follows:

 

2024

$639,792

2025

 767,849

2026

 1,214,904

2027

 1,686,449

2028

 1,539,525

Thereafter

 -
 $5,848,519

 

v3.24.3
Note 6 - Common Stock and Preferred Stock
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

6. COMMON STOCK AND PREFERRED STOCK

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001.  Each share of common stock entitles the holder to one 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 September 30, 2024.

 

Upon the closing of the Merger and the private placement offering in 2021 (the “2021 APO”), there were 5,524,534 shares of common stock issued and outstanding: (i) 4,021,774 shares of common stock issued in the Merger in exchange for the capital stock and convertible debt of Guerrilla RF Operating Corporation, (ii) 495,834 shares of common stock held by pre-merger stockholders of Laffin Acquisition Corp., our predecessor, (iii) an aggregate of 961,092 shares of common stock issued in the 2021 APO, and (iv) an aggregate of 45,834 shares of common stock issued to the placement agent and its affiliates in connection with the 2021 APO.  The aggregate gross proceeds from the 2021 APO was $11.5 million before deducting placement agent fees and expenses of approximately $2.1 million.

 

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 one-half of a share of common stock.  The purchase price of each Unit was $7.80 per Unit, resulting in gross proceeds at this initial closing of approximately $5.1 million before the deduction of estimated offering expenses of approximately $700,200.  Pursuant to the terms of the 2022/23 Offering, 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.

 

In connection with the 2021 APO and the 2022/23 PIPE, the Company also issued warrants to the respective placement agents.

 

Additionally, a total of 1,097,500 shares of common stock were issued to Salem in the years ended December 31, 2023 and 2022 in connection with the Salem Loan Facility. See Note 5 – Debt – Salem Loan Facility for more details regarding common stock issued in connection with debt.

 

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.  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.

 

Common Stock Warrants

 

As mentioned above, on February 28, 2023, the Company completed the 2022/23 PIPE.  Each Unit sold in the 2022/23 PIPE included one warrant to purchase one-half of a share of common stock.  Thus, Units sold in the 2022/23 PIPE included warrants to purchase 769,146 shares, which warrants were issued upon the final closing of the 2022/23 PIPE.  The 769,146 warrant shares comprise 591,656 purchaser warrant shares and 177,490 placement agent warrant shares, each 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, which warrants were issued upon the final closing of the 2024 Private Placement. Each warrant is exercisable for a period of five 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.  Each warrant is exercisable for a period of five 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 September 30, 2024.  As of September 30, 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.

 

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 September 30, 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 was approximately $21.6 million after transaction expenses.

 

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.

 

 


v3.24.3
Note 7 - Share-based Compensation
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

7. SHARE-BASED COMPENSATION

 

In 2014, the Company adopted the Long‐Term Stock Incentive Plan (the “2014 Plan”), with 94,667 shares of common stock authorized for issuance under the 2014 Plan.  Subsequently, stockholders approved an increase in the number of shares available under the 2014 Plan to 210,000 shares.  Exercise prices range from $4.20 to $9.42 per share, depending on the date of the award.  No further awards  may be made under the 2014 Plan.

 

In 2021, the Board adopted the Equity Incentive Plan (the “2021 Plan”), which authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, cash awards, and stock bonus awards.  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 nine months ended September 30, 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. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

No stock options were granted in the three months ended September 30, 2024.  During the three months ended September 30, 2024 the Company issued an aggregate of 67,380 shares of common stock upon the cashless exercise of options to purchase 187,091 shares of common stock. This resulted in the cancellation/forfeiture of options to purchase 119,711 shares of common stock.

 

Stock option activity by share is summarized as follows for the three months ended September 30, 2024 (unaudited):

 

   

Number of Shares

   

Weighted-Average Exercise Price Per Option

   

Weighted- Average Remaining Contractual Life (in years)

 

Shares underlying outstanding awards at December 31, 2023

    570,748     $ 7.67       5.98  

Granted

    -       -          

Exercised

    -       -          

Cancelled/forfeited

    -       -          

Shares underlying outstanding awards at March 31, 2024

    570,748     $ 7.67       5.73  

Granted

    8,500       2.50          

Exercised

    2,950       2.03          

Cancelled/forfeited

    -                

Shares underlying outstanding awards at June 30, 2024

    576,298     $ 7.63       5.54  

Granted

    -                

Exercised

    67,380       2.02          

Cancelled/forfeited

    119,711       2.03          

Shares underlying outstanding awards at September 30, 2024

    389,207     $ 8.90       6.49  

Exercisable options at September 30, 2024

    337,521     $ 7.13       5.91  

 

The aggregate intrinsic value of outstanding options exercisable as of September 30, 2024 was $0.2 million.  As of September 30, 2024, stock-based compensation of $0.2 million for unvested options will be recognized over a remaining weighted-average requisite service period of two years.

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

RSU Awards

 

There were 114,764 RSUs awarded to employees during the three months ended September 30, 2024.  The RSUs are subject to the recipient’s continued service through the applicable vesting dates.  The share-based compensation expense to be recognized for the RSUs over the remaining vesting period subsequent to September 30, 2024 is approximately $1.8 million.

 

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:

 

   

Three Months Ended September 30, 2024

 
   

Number of RSUs

   

Weighted Average Grant Date Fair Value

 

Outstanding at June 30, 2024

    588,746     $ 5.66  

Granted

    114,764       2.50  

Vested

    (128,106 )     4.50  

Cancelled/forfeited

    -        

Outstanding at September 30, 2024

    575,404     $ 5.53  

 

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 unaudited interim condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023:

 

      Nine Months Ended September 30,
   

2024

   

2023

 

Direct product costs

  $ 79,630     $ 54,328  

Research and development

    400,107       198,689  

Sales and marketing

    284,409       138,983  

General and administrative

    480,443       491,450  
    $ 1,244,589     $ 883,450  

 

No income tax benefits have been recognized in the unaudited interim condensed consolidated statements of operations for stock-based compensation arrangements, and no stock-based compensation costs have been capitalized as property and equipment through September 30, 2024.

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


v3.24.3
Note 8 - Derivative Liabilities
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Derivative Instruments and Hedging Activities Disclosure [Text Block]

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 September 30, 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, 2024

  $ 158,000  

Change in fair value of derivative liabilities

    (158,000 )

Ending balance on September 30, 2024

  $ -  

 

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 and expected dividends. The following table summarizes the significant assumptions used in the Monte-Carlo simulation during the three and nine months ended September 30, 2024:

 

The following table summarizes the Monte-Carlo assumptions used during the three and nine months ended September 30, 2024:

 

   

For the Three and Nine Months Ended September 30, 2024

 

Risk free interest rate

    3.55% - 3.58%

Expected term (years)

    5.35 - 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 three and nine months ended September 30, 2024:

 

 

   

For the Three and Nine Months Ended September 30, 2024

 

Risk free interest rate

    3.58% - 3.71%

Expected term (years)

    2.57 - 5.15  

Expected volatility

    51.30% - 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

    2,759,514  

Issuance of warrant liabilities

    1,563,400  

Change in fair value of derivative liabilities

    2,623,608  

Ending balance on September 30, 2024

  $ 6,946,522  

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


 

v3.24.3
Note 9 - Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

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

 September 30, 2024 

Operating Leases:

     

Operating lease right-of-use assets

Operating lease right-of-use assets

 $9,627,914 
      

Current portion of operating lease liabilities

Operating lease, current portion

  657,978 

Noncurrent portion of operating lease liabilities

Operating lease

  5,694,467 

Total operating lease liabilities

 $6,352,445 
      

Finance Leases:

     

Finance lease right-of-use assets

Property, plant, and equipment

 $1,736,013 
      

Current portion of finance lease liabilities

Finance lease, current portion

  800,091 

Noncurrent portion of finance lease liabilities

Finance lease

  1,045,966 

Total finance lease liabilities

 $1,846,057 

 

Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:

 

  For the Nine Months Ended September 30,
  

2024

  

2023

 

Operating lease cost

 $1,414,790  $1,210,436 
         

Finance lease cost:

        

Amortization of lease assets

  797,910   944,413 

Interest on lease liabilities

  125,419   198,778 

Total finance lease costs

 $923,329  $1,143,191 

 

Other supplemental information related to leases is summarized as follows:

 

  September 30, 2024 

Weighted average remaining lease term (in years):

    

Operating leases

  8.17 

Finance leases

  2.45 
     

Weighted average discount rate:

    

Operating leases

  11.02%

Finance leases

  7.74%
     

Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2024:

    

Operating cash flows from operating leases

 $1,112,118 

Operating cash flows from finance leases

 $124,106 

Financing cash flows from finance leases

 $726,519 

 

The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of September 30, 2024 :
  

Payments Due by Period

 
  

2024(1)

 

2025

  

2026

  

2027

  

2028

  

Thereafter

  

Total

 

Operating leases

 $347,862  $1,233,668  $1,056,589  $1,076,140  $1,096,206  $4,890,149  $9,700,614 

Less present value adjustment

  171,926   635,214   580,820   524,555   460,933   974,721   3,348,169 

Operating lease liabilities

 $175,936  $598,454  $475,769  $551,585  $635,273  $3,915,428  $6,352,445 
                             

Finance leases

 $283,979  $815,150  $722,306  $156,861  $49,664  $10,702  $2,038,662 

Less interest

  33,538   97,612   46,269   11,256   3,787   143   192,605 

Finance lease liabilities

 $250,441  $717,538  $676,037  $145,605  $45,877  $10,559  $1,846,057 

 

(1) Amounts are for the remaining three months ending December 31, 2024.

 

Legal

 

In the ordinary course of business, the Company may become involved in legal disputes.  In the opinion of management, any potential liabilities resulting from any disputes would not have a material adverse effect on the Company’s unaudited interim condensed consolidated financial statements.  As a result, no liability related to any such disputes has been recorded at September 30, 2024, or December 31, 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 unaudited interim condensed consolidated financial statements.  As a result, no liability for these agreements has been recorded at September 30, 2024, or December 31, 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 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.  

v3.24.3
Note 10 - Income Taxes
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

10. INCOME TAXES

 

The Company did not have any income tax expense for the nine months ended September 30, 2024 or 2023.

 

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items recorded in the interim period.  The provision for income taxes for the three months ended September 30, 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 computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year and permanent differences.  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.

 

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 September 30, 2024, and December 31, 2023.

 

Deferred tax assets and liabilities are determined based on the differences between the unaudited interim condensed 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.

 

Potential 382 Limitation

 

At December 31, 2023, the Company had federal NOL and R&D credit carryforwards of approximately $26,826,582 and $858,020, respectively, which are generally available to offset future taxable income subject to any future "ownership change."

 

The Company’s ability to utilize its net operating loss ("NOL") and research and development ("R&D") credit carryforwards may be substantially limited due to ownership changes that could occur in the future, as provided under Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), as well as similar State provisions.  These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.  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 experiences 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.

 

In 2022, the Company's tax advisors completed a study to assess whether one or more ownership changes had occurred since the Company became a loss corporation under the definition of Section 382.  At that time, it was determined that the Company had not experienced any "ownership changes" since 2014 As a result of the North Run Private Placement the Company is completing an updated study to determine if an ownership change has occurred.  Any carryforward limitations  may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization.  Until the Section 382 study is completed, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740.  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.  Due to the existence of the Company's full deferred tax valuation allowance, it is not expected that any potential limitation will have an impact on the financial position or the results of operations of the Company.

v3.24.3
Note 11 - Related Party Transactions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

11. 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.

 

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 


v3.24.3
Note 12 - Employee Benefit Plan
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Retirement Benefits [Text Block]

12. Employee Benefit Plan

 

The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Code.  The Company’s contributions to the plan are at the discretion of executive management with board of directors advisement.  Under the 401(k) plan, the Company may contribute up to four percent (4%) of eligible employee salaries.  The Company made $83,589 and $87,205 of contributions to the plan in the three months ended September 30, 2024 and 2023, respectively.

v3.24.3
Note 13 - Subsequent Events
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

13. Subsequent Events

 

None.

 

v3.24.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5. OTHER INFORMATION.

 

Trading Arrangements of Section 16 Reporting Persons

 

During the quarter ended September 30, 2024 no 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.

Rule 10b5-1 Arrangement Terminated [Flag] false  
Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q ("Form 10-Q"), and are presented in U.S. dollars.  Accordingly, they do not include all of the information and notes required by GAAP for annual consolidated financial statements.  Any reference in these Notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).  The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company.  All intercompany accounts and transactions have been eliminated in consolidation.

 

The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements.  These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the fiscal year ended  December 31, 2023 ("2023 Form 10-K").  This report should be read in conjunction with our 2023 Form 10-K filed with the SEC on March 29, 2024.  In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates, and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2024 and its results of operations, cash flows, and changes in stockholders' deficit for the three and nine months ended September 30, 2024 and 2023.  The results for the three and/or nine months ended September 30, 2024 are not necessarily indicative of the results expected for any future period or the full year.

 

Emerging Growth Company [Policy Text Block]

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, Policy [Policy Text Block]

Use of Estimates

 

The preparation of our unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and related disclosures.  The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and reported amounts of revenue and expenses during the reporting period.  The Company’s significant estimates and judgments involve the valuation of share-based compensation, derivatives and warrant liabilities and the valuation of equity financing.  Accordingly, actual results could differ from those estimates.

 

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

 

Certain prior period balance sheet and cash flow amounts have been reclassified to conform to the Company's fiscal 2024 presentation.  These reclassifications have no impact on the Company's previously reported net loss.

 

Segment Reporting, Policy [Policy Text Block]

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 views its operations and manages its business in one segment.

 

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk and Major Customers

 

Financial instruments at September 30, 2024, and December 31, 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.

 

The Company’s accounts receivable are derived from revenue earned from customers located inside and outside of the U.S.  Major customers are defined as those generating revenue in excess of 10% of the Company’s aggregate annual revenue.  The Company hadone major distributor customer, Richardson RFPD, Inc. ("RFPD").  RFPD, a large product distributor serving numerous end-user customers, accounted for 78% and 81% of product shipment revenue for the nine months ended September 30, 2024 and 2023, respectively.  Accounts receivable from RFPD represented 71% and 81% of accounts receivable at September 30, 2024 and December 31, 2023, respectively.  

 

Accounts Receivable [Policy Text Block]

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 September 30, 2024, there were $0.5 million of advances outstanding under the Spectrum Loan Facility.  At September 30, 2024, $53 thousand of excess collateral was due from Spectrum, which is included in accounts receivable on the unaudited interim condensed consolidated balance sheets.  See Note 5 for additional discussion on the Spectrum Loan Facility.

 

Revenue [Policy Text Block]

Revenue Recognition

 

The Company recognizes product revenue when it satisfies a performance obligation by transferring a product or service to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Any shipping and handling fees charged to customers in conjunction with product distribution are reported within revenue. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. The Company provides an assurance-type warranty to its customers as part of its contracts' standard terms and conditions, which does not include a right of return for properly functioning products not deemed obsolete. These warranties do not provide an additional distinct service to the customer and are not deemed a separate performance obligation. Royalty revenue is recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales-based royalties have been allocated are satisfied.

 

As of September 30, 2024 and 2023, the Company had $0 and $250 thousand, respectively, 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 September 30, 2024 and 2023, the Company did not have any contractual liabilities where performance obligations have not yet been satisfied. During the quarters ended September 30, 2024 and 2023, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

 

The costs incurred by the Company for shipping and handling of materials used in its products are classified as cost of revenue in the unaudited interim condensed consolidated statements of operations. Any incidental items that are immaterial in the context of a sale to a customer are recognized as expense.

 

Share-Based Payment Arrangement [Policy Text Block]

Share-Based Compensation

 

The Company measures and recognizes compensation expense for all stock options, shares of stock, and restricted stock units ("RSU") awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date.  The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards.  The Company estimates the fair value of RSUs awarded based upon the known 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 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 and involve many variables, uncertainties, and assumptions, and the application of management’s judgment, as they are inherently subjective.

 

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.

 

Earnings Per Share, Policy [Policy Text Block]

Net Income (Loss) Per Share

 

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period.  Holders of Series A convertible preferred stock participate in income but not in losses and, as a result, the Company allocates net income between common and preferred shares.  Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, which would result in the issuance of incremental shares of common stock.

 

In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations because a net loss existed for the three and nine months ended September 30, 2024 and 2023 There were 10,139,230 and 7,211,095 weighted average shares outstanding for the three months ended September 30, 2024 and 2023, respectively.  There were 9,392,326 and 6,841,253 weighted average shares outstanding for the nine months ended September 30, 2024 and 2023, respectively.  All warrants, options, and unvested restricted stock units were excluded from the calculation of net loss per share for the periods presented.

 

The following potentially dilutive securities have been excluded from the computation of basic shares for the three months ended September 30, 2024 and 2023 (unaudited), as they would be anti-dilutive:

 

   

Three Months Ended September 30,

  

2024

  

2023

 

Series A convertible preferred stock

  7,213,115   - 

Common stock warrants

  5,780,955   824,340 

Restricted stock units

  575,404   458,724 

Stock options

  389,207   609,567 
   13,958,681   1,892,631 

 

Debt, Policy [Policy Text Block]

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 815Derivatives 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.  

 

Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block]

Redeemable / 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, which 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.

 

Fair Value of Financial Instruments, Policy [Policy Text Block]

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 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.

 

Asset Acquisition [Policy Text Block]

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. 

 

Going Concern [Policy Text Block]

Going Concern

 

Beginning in the fourth quarter of 2021, the Company disclosed conditions and events, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. On August 5, 2024, the Company issued 22,000 shares of preferred stock raising $21.6 million, net of transaction expenses. Additionally, the Company amended its loan facility (the 'Salem Loan Facility') with Salem Investment Partners V, Limited Partnership ('Salem') 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. 

 

Management has assessed the Company's ability to continue as a going concern for one year from the financial statement issuance date for the fiscal quarter ended September 30, 2024. Based on the actions described above, management has determined the Company has alleviated the substantial doubt previously disclosed and has sufficient liquidity to satisfy its obligations for the next twelve months.  Based on cash on hand as of the date these unaudited condensed consolidated financial statements were issued, the Company believes it has sufficient cash to fund operations for at least twelve months after the issuance date.

 

New Accounting Pronouncements, Policy [Policy Text Block]

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 unaudited interim condensed consolidated financial statements.

 

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 is not expected to 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 and condensed financial statements and disclosures included within notes to consolidated and condensed 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 unaudited interim condensed consolidated financial statements.

 

v3.24.3
Note 2 - Basis of Presentation and Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
   

Three Months Ended September 30,

  

2024

  

2023

 

Series A convertible preferred stock

  7,213,115   - 

Common stock warrants

  5,780,955   824,340 

Restricted stock units

  575,404   458,724 

Stock options

  389,207   609,567 
   13,958,681   1,892,631 
v3.24.3
Note 3 - Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
    September 30, 2024          
   

(unaudited)

   

December 31, 2023

 

Raw materials

  $ 506,958     $ 488,548  

Work-in-process

    50,086       132,511  

Finished goods

    1,382,735       922,194  

Inventory allowance

    (23,269 )     (9,661 )

Inventories, net

  $ 1,916,510     $ 1,533,592  
v3.24.3
Note 4 - Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  September 30, 2024     
  (unaudited)  

December 31, 2023

 

Production assets

 $2,205,460  $1,927,958 

Computer equipment and software

  959,222   937,957 

Lab equipment

  3,596,303   3,588,560 

Office furniture and fixtures

  1,290,329   1,328,570 

Leasehold improvements

  171,257   228,143 

Construction in progress

  20,353   - 
   8,242,924   8,011,188 

Less accumulated depreciation

  (5,373,079)  (4,352,104)
  $2,869,845  $3,659,084 
v3.24.3
Note 5 - Debt (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Line of Credit Facilities [Table Text Block]

Principal amount of promissory notes payable

 $4,500,000 

Accrued interest

  - 

Less: unamortized debt issue costs

  - 

Less: unamortized debt discount

  - 

Notes payable, net

 $4,500,000 
Schedule of Maturities of Long-Term Debt [Table Text Block]

2024

$639,792

2025

 767,849

2026

 1,214,904

2027

 1,686,449

2028

 1,539,525

Thereafter

 -
 $5,848,519
v3.24.3
Note 7 - Share-based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
   

Number of Shares

   

Weighted-Average Exercise Price Per Option

   

Weighted- Average Remaining Contractual Life (in years)

 

Shares underlying outstanding awards at December 31, 2023

    570,748     $ 7.67       5.98  

Granted

    -       -          

Exercised

    -       -          

Cancelled/forfeited

    -       -          

Shares underlying outstanding awards at March 31, 2024

    570,748     $ 7.67       5.73  

Granted

    8,500       2.50          

Exercised

    2,950       2.03          

Cancelled/forfeited

    -                

Shares underlying outstanding awards at June 30, 2024

    576,298     $ 7.63       5.54  

Granted

    -                

Exercised

    67,380       2.02          

Cancelled/forfeited

    119,711       2.03          

Shares underlying outstanding awards at September 30, 2024

    389,207     $ 8.90       6.49  

Exercisable options at September 30, 2024

    337,521     $ 7.13       5.91  
Nonvested Restricted Stock Shares Activity [Table Text Block]
   

Three Months Ended September 30, 2024

 
   

Number of RSUs

   

Weighted Average Grant Date Fair Value

 

Outstanding at June 30, 2024

    588,746     $ 5.66  

Granted

    114,764       2.50  

Vested

    (128,106 )     4.50  

Cancelled/forfeited

    -        

Outstanding at September 30, 2024

    575,404     $ 5.53  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]
      Nine Months Ended September 30,
   

2024

   

2023

 

Direct product costs

  $ 79,630     $ 54,328  

Research and development

    400,107       198,689  

Sales and marketing

    284,409       138,983  

General and administrative

    480,443       491,450  
    $ 1,244,589     $ 883,450  
v3.24.3
Note 8 - Derivative Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

Beginning balance as of January 1, 2024

  $ 158,000  

Change in fair value of derivative liabilities

    (158,000 )

Ending balance on September 30, 2024

  $ -  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Beginning balance as of January 1, 2024

  $ -  

Reclassification of Historical Warrants

    2,759,514  

Issuance of warrant liabilities

    1,563,400  

Change in fair value of derivative liabilities

    2,623,608  

Ending balance on September 30, 2024

  $ 6,946,522  
North Run Warrants [Member]  
Notes Tables  
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]
   

For the Three and Nine Months Ended September 30, 2024

 

Risk free interest rate

    3.55% - 3.58%

Expected term (years)

    5.35 - 5.5  

Expected volatility

    42.60% - 43.20%

Expected dividends

    0.00%
   

For the Three and Nine Months Ended September 30, 2024

 

Risk free interest rate

    3.58% - 3.71%

Expected term (years)

    2.57 - 5.15  

Expected volatility

    51.30% - 60.80%

Expected dividends

    0.00%
v3.24.3
Note 9 - Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Assets and Liabilities, Lessee [Table Text Block]
 

Balance Sheet Location

 September 30, 2024 

Operating Leases:

     

Operating lease right-of-use assets

Operating lease right-of-use assets

 $9,627,914 
      

Current portion of operating lease liabilities

Operating lease, current portion

  657,978 

Noncurrent portion of operating lease liabilities

Operating lease

  5,694,467 

Total operating lease liabilities

 $6,352,445 
      

Finance Leases:

     

Finance lease right-of-use assets

Property, plant, and equipment

 $1,736,013 
      

Current portion of finance lease liabilities

Finance lease, current portion

  800,091 

Noncurrent portion of finance lease liabilities

Finance lease

  1,045,966 

Total finance lease liabilities

 $1,846,057 
Lease, Cost [Table Text Block]
  For the Nine Months Ended September 30,
  

2024

  

2023

 

Operating lease cost

 $1,414,790  $1,210,436 
         

Finance lease cost:

        

Amortization of lease assets

  797,910   944,413 

Interest on lease liabilities

  125,419   198,778 

Total finance lease costs

 $923,329  $1,143,191 
Other Supplemental Lease Information [Table Text Block]
  September 30, 2024 

Weighted average remaining lease term (in years):

    

Operating leases

  8.17 

Finance leases

  2.45 
     

Weighted average discount rate:

    

Operating leases

  11.02%

Finance leases

  7.74%
     

Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2024:

    

Operating cash flows from operating leases

 $1,112,118 

Operating cash flows from finance leases

 $124,106 

Financing cash flows from finance leases

 $726,519 
Lease, Liability, Fiscal Year Maturity [Table Text Block]
  

Payments Due by Period

 
  

2024(1)

 

2025

  

2026

  

2027

  

2028

  

Thereafter

  

Total

 

Operating leases

 $347,862  $1,233,668  $1,056,589  $1,076,140  $1,096,206  $4,890,149  $9,700,614 

Less present value adjustment

  171,926   635,214   580,820   524,555   460,933   974,721   3,348,169 

Operating lease liabilities

 $175,936  $598,454  $475,769  $551,585  $635,273  $3,915,428  $6,352,445 
                             

Finance leases

 $283,979  $815,150  $722,306  $156,861  $49,664  $10,702  $2,038,662 

Less interest

  33,538   97,612   46,269   11,256   3,787   143   192,605 

Finance lease liabilities

 $250,441  $717,538  $676,037  $145,605  $45,877  $10,559  $1,846,057 
v3.24.3
Note 2 - Basis of Presentation and Significant Accounting Policies (Details Textual)
3 Months Ended 9 Months Ended 12 Months Ended
Aug. 02, 2024
USD ($)
shares
Apr. 26, 2024
USD ($)
Feb. 20, 2024
USD ($)
Sep. 06, 2023
USD ($)
shares
Aug. 14, 2023
USD ($)
shares
Jun. 01, 2022
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
shares
Dec. 31, 2023
$ / shares
shares
Dec. 31, 2021
shares
Aug. 05, 2024
USD ($)
$ / shares
shares
Aug. 01, 2024
USD ($)
Jun. 30, 2024
USD ($)
Oct. 23, 2023
USD ($)
Sep. 05, 2023
Jun. 30, 2023
USD ($)
May 01, 2023
USD ($)
Aug. 11, 2022
USD ($)
Accounts Receivable Secured Debt Facility, Receivables Assigned             $ 0.5   $ 0.5                      
Accounts Receivable Secured Debt Facility, Amount Due             53   53                      
Contract with Customer, Liability, Revenue To Be Recognized                 0 $ 250,000                    
Contract with Customer, Liability             0 $ 0 $ 0 $ 0                    
Contract with Customer, Performance Obligation Satisfied in Previous Period             $ 0 $ 0                        
Weighted Average Number of Shares Outstanding, Basic (in shares) | shares             10,139,230 7,211,095 9,392,326 6,841,253                    
Preferred Stock, Shares Authorized (in shares) | shares             9,978,000   9,978,000   9,978,000   10,000,000              
Preferred Stock, Shares Outstanding (in shares) | shares             0   0   0                  
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares             $ 0.0001   $ 0.0001   $ 0.0001                  
Stock Issued During Period, Shares, New Issues (in shares) | shares                       5,524,534                
Proceeds from Issuance of Preferred Stock and Preference Stock $ 21,600,000                                      
Salem Loan Facility [Member]                                        
Stock Issued During Period, Shares, New Issues (in shares) | shares       660,000 400,000                              
Long-Term Line of Credit $ 4,500,000     $ 1,750,000 $ 1,500,000   $ 4,500,000   $ 4,500,000         $ 12,000,000 $ 12,000,000 $ 1,250,000   $ 5,500,000 $ 1,500,000 $ 5,000,000
Debt Instrument, Interest Rate, Stated Percentage         14.00%   14.00%   14.00%         14.00%     14.00%      
Debt Instrument, Interest Rate, Stated Percentage, Paid in Kind             3.00%   3.00%         3.00%            
Debt Instrument, Interest Rate, Stated Percentage, Paid in Cash 12.00%           11.00%   11.00%         11.00%            
Preferred Stock [Member]                                        
Stock Issued During Period, Shares, New Issues (in shares) | shares 22,000                                      
Gallium Semiconductor's GaN Power Amplifiers and Front-end Modules [Member]                                        
Asset Acquisition, Consideration Transferred   $ 400,000                                    
Finite-Lived Intangible Assets Acquired   $ 400,000                                    
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)   10 years                                    
Series A Convertible Preferred Stock [Member]                                        
Preferred Stock, Shares Outstanding (in shares) | shares             22,000   22,000   0   22,000              
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares                         $ 0.0001              
Preferred Stock, Stated Value                         $ 1,000              
Preferred Stock, Convertible, Shares Issuable (in shares) | shares                         7,213,115              
Spectrum Loan Facility [Member]                                        
Proceeds from Accounts Receivable Factoring     $ 3,750,000     $ 3,000,000                            
Long-Term Line of Credit             $ 500,000   $ 500,000                      
Customer Concentration Risk [Member] | Revenue Benchmark [Member]                                        
Number of Major Customers                 1 1                    
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]                                        
Concentration Risk, Percentage                 78.00% 81.00%                    
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member]                                        
Concentration Risk, Percentage                 71.00%   81.00%                  
v3.24.3
Note 2 - Basis of Presentation and Significant Accounting Policies - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 13,958,681 1,892,631
Series A Convertible Preferred Stock [Member]    
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 7,213,115 0
Common Stock Warrants [Member]    
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 5,780,955 824,340
Restricted Stock Units (RSUs) [Member]    
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 575,404 458,724
Share-Based Payment Arrangement, Option [Member]    
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 389,207 609,567
v3.24.3
Note 3 - Inventories - Summary of Inventories (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Raw materials $ 506,958 $ 488,548
Work-in-process 50,086 132,511
Finished goods 1,382,735 922,194
Inventory allowance (23,269) (9,661)
Inventories, net $ 1,916,510 $ 1,533,592
v3.24.3
Note 4 - Property and Equipment (Details Textual) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Depreciation $ 1,131,572 $ 1,244,394
v3.24.3
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property and equipment, gross $ 8,242,924 $ 8,011,188
Less accumulated depreciation (5,373,079) (4,352,104)
Property, Plant and Equipment, Net 2,869,845 3,659,084
Production Assets [Member]    
Property and equipment, gross 2,205,460 1,927,958
Computer Equipment and Software [Member]    
Property and equipment, gross 959,222 937,957
Lab Equipment [Member]    
Property and equipment, gross 3,596,303 3,588,560
Furniture and Fixtures [Member]    
Property and equipment, gross 1,290,329 1,328,570
Leasehold Improvements [Member]    
Property and equipment, gross 171,257 228,143
Construction in Progress [Member]    
Property and equipment, gross $ 20,353 $ 0
v3.24.3
Note 5 - Debt (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 02, 2024
Mar. 28, 2024
Feb. 20, 2024
Dec. 18, 2023
Oct. 23, 2023
Sep. 06, 2023
Sep. 05, 2023
Aug. 14, 2023
Jun. 30, 2023
May 01, 2023
Aug. 11, 2022
Jun. 01, 2022
Jul. 31, 2023
Aug. 31, 2022
Apr. 30, 2022
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2021
Aug. 01, 2024
Feb. 28, 2022
Stock Issued During Period, Value, New Issues                                 $ 62,814 $ 5,751,072 $ 1,685,226 $ 96,757 $ 3,658,675          
Stock Issued During Period, Shares, New Issues (in shares)                                               5,524,534    
Paid-in-Kind Interest                                           $ 425,299 $ 200,799      
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)                                                   769,146
Gain (Loss) on Extinguishment of Debt                               $ (1,523,221)     $ 0     (1,523,221) $ 0      
Warrants From Debt Conversion [Member]                                                    
Warrants and Rights Outstanding, Term (Year)   5 years                                                
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)   261,723                                                
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)   $ 2.5                                                
Conversion Debt into Equity [Member]                                                    
Debt Conversion, Converted Instrument, Shares Issued (in shares)   261,723                                                
Salem Loan Facility [Member]                                                    
Long-Term Line of Credit $ 4,500,000       $ 1,250,000 $ 1,750,000   $ 1,500,000 $ 5,500,000 $ 1,500,000 $ 5,000,000         $ 4,500,000 $ 12,000,000     5,500,000   $ 4,500,000     $ 12,000,000  
Line of Credit Facility, Maximum Borrowing Capacity                     $ 8,000,000                              
Line of Credit Facility, Interest Rate During Period, Paid-in-Kind   3.00%               3.00% 2.00%                              
Common Stock, Shares, Issued as Consideration (in shares)                     25,000                              
Line of Credit Facility, Remaining Borrowing Capacity       $ 1,000,000             $ 3,000,000                              
Line of Credit Facility, Interest Rate During Period                   14.00% 13.00%                              
Line of Credit Facility, Interest Rate During Period, Paid in Cash                   11.00%                                
Debt Instrument, Fee Amount   $ 100,000   $ 45 $ 43,000,000 $ 88,000   $ 45,000   $ 60,000                                
Stock Issued During Period, Value, New Issues                   12,500                                
Common Stock, Value, Issued as Consideration                   $ 1,500,000                                
Line of Credit Facility, Allocated Interest Rate       26.00% 21.00% 104.00%   28.00%   17.00%                                
Extinguishment of Debt, Prepaid Premium Year 1, Percentage                     3.00%                              
Extinguishment of Debt, Prepaid Premium Year 2, Percentage                     2.00%                              
Extinguishment of Debt, Prepaid Premium Year 3, Percentage                     1.00%                              
Debt Instrument, Interest Rate, Stated Percentage             14.00% 14.00%               14.00%           14.00%     14.00%  
Debt Issuance Cost, Gross, Noncurrent               $ 78,000                                    
Stock Issued During Period, Shares, New Issues (in shares)           660,000   400,000                                    
Line of Credit Facility, Additional Maximum Borrowing Capacity             $ 4,000,000                                      
Proceeds from Lines of Credit           $ 1,750,000                                        
Line of Credit Facility, Interest Rate at Period End   11.00%                                                
Paid-in-Kind Interest   $ 654,308                                                
Debt Instrument, Interest Rate, Effective Percentage   16.90%                                                
Debt Instrument, Unamortized Discount   $ 1,278,516                                                
Equity Exchanged for Debt Instrument Interest, Value   $ 1,932,824                                                
Debt Instrument, Interest Rate, Stated Percentage, Paid in Kind                               3.00%           3.00%     3.00%  
Debt Instrument, Interest Rate, Stated Percentage, Paid in Cash 12.00%                             11.00%           11.00%     11.00%  
Gain (Loss) on Extinguishment of Debt $ (1,500,000)                                                  
Salem Loan Facility [Member] | AMB Investments, LLC, Participation Rights in Underlying Loan [Member]                                                    
Long-Term Line of Credit                 $ 2,600,000                     $ 2,600,000            
Stock Issued During Period, Shares, New Issues (in shares)                 500,000                                  
Participation Interest in Underlying Loan, Ownership Percentage                 47.17%                     47.17%            
Salem Loan Facility [Member] | Minimum [Member]                                                    
Line of Credit Facility, Allocated Interest Rate             29.00%                                      
Salem Loan Facility [Member] | Maximum [Member]                                                    
Line of Credit Facility, Allocated Interest Rate             98.00%                                      
Spectrum Loan Facility [Member]                                                    
Percent, Cost of Eligible Equipment                       75.00%                            
Monthly Reduction of Maximum Funds Available to Purchase Eligible Equipment, Percentage                       0.021%                            
Percent, Net Amount of Eligible Inventory                       50.00%                            
Additional Amount Allowed to be Borrowed                       $ 350,000                            
Percent of Purchased Accounts Receivable Outstanding                       50.00%                            
Percent of Eligible Accounts Receivable                       85.00%                            
Proceeds from Accounts Receivable Factoring     $ 3,750,000                 $ 3,000,000                            
Annual Facility Fees     $ 37,500                                              
Debt Instrument, Basis Spread on Variable Rate                       3.50%                            
Debt Instrument, Base Floor                       7.00%                            
Long-Term Line of Credit                               $ 500,000           $ 500,000        
Interest Expense, Operating and Nonoperating                                           $ 75,000        
Convertible Promissory Notes [Member]                                                    
Debt Instrument, Face Amount                         $ 790,000                          
Convertible Note, Repayment Amount, Percent of Amount Due, Benchmark                         20.00%                          
Debt Instrument, Convertible, Conversion Price (in dollars per share)                         $ 6                          
Convertible Promissory Notes [Member] | Put Option [Member]                                                    
Derivative Liability, Subject to Master Netting Arrangement, before Offset of Collateral                         $ 15,800                          
Convertible Promissory Notes [Member] | New Equity Financing [Member]                                                    
Minimum Gross Proceeds Received From Issuance of Equity Securities for Conversion of Note                         2,000,000                          
Convertible Promissory Notes [Member] | Chief Executive Officer and Family Members [Member]                                                    
Debt Instrument, Face Amount                         710,000                          
Convertible Promissory Notes [Member] | Chief Executive Officer [Member]                                                    
Debt Instrument, Face Amount                         80,000                          
Convertible Promissory Notes [Member] | Chief Executive Officer Family Members [Member]                                                    
Debt Instrument, Face Amount                         $ 630,000                          
Convertible Notes, One [Member]                                                    
Debt Instrument, Interest Rate, Stated Percentage                         8.00%       9.40%                  
Debt Instrument, Face Amount                         $ 290,000       $ 290,000                  
Convertible Notes, Two [Member]                                                    
Debt Instrument, Interest Rate, Stated Percentage                         16.00%       17.40%                  
Debt Instrument, Face Amount                         $ 500,000       $ 500,000                  
Financing Arrangement Related to Furniture for New Office Facilities [Member]                                                    
Debt Instrument, Face Amount                             $ 1,100,000                      
Debt Instrument, Periodic Payment, Interest                           $ 17,000 $ 496,000                      
Debt Instrument, Periodic Payment, Principal                           $ 246,000                        
Debt Instrument, Periodic Payment                               $ 111,000                    
v3.24.3
Note 5 - Debt - Financing Under Credit Facility (Details) - Salem Loan Facility [Member] - USD ($)
Sep. 30, 2024
Aug. 02, 2024
Aug. 01, 2024
Jun. 30, 2024
Oct. 23, 2023
Sep. 06, 2023
Aug. 14, 2023
Jun. 30, 2023
May 01, 2023
Aug. 11, 2022
Principal amount of promissory notes payable $ 4,500,000 $ 4,500,000 $ 12,000,000 $ 12,000,000 $ 1,250,000 $ 1,750,000 $ 1,500,000 $ 5,500,000 $ 1,500,000 $ 5,000,000
Accrued interest 0                  
Less: unamortized debt issue costs 0                  
Less: unamortized debt discount 0                  
Notes payable, net $ 4,500,000                  
v3.24.3
Note 5 - Debt - Long-term Debt Expected to Mature (Details)
Sep. 30, 2024
USD ($)
2024 $ 639,792
2025 767,849
2026 1,214,904
2027 1,686,449
2028 1,539,525
Thereafter 0
Debt, Long-Term and Short-Term, Combined Amount $ 5,848,519
v3.24.3
Note 6 - Common Stock and Preferred Stock (Details Textual)
1 Months Ended 2 Months Ended 9 Months Ended 12 Months Ended 21 Months Ended
Aug. 05, 2024
USD ($)
$ / shares
shares
Apr. 07, 2024
USD ($)
shares
Mar. 28, 2024
USD ($)
$ / shares
shares
Dec. 30, 2022
USD ($)
$ / shares
shares
Oct. 22, 2021
shares
Nov. 16, 2021
shares
Feb. 28, 2023
USD ($)
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
$ / shares
shares
Dec. 31, 2022
shares
Dec. 31, 2021
USD ($)
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Feb. 28, 2022
shares
Common Stock, Shares Authorized (in shares)               50,000,000   50,000,000     50,000,000  
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares               $ 0.0001   $ 0.0001     $ 0.0001  
Common Stock, Voting Rights, Vote Per Share               1         1  
Dividends, Common Stock, Total | $                         $ 0  
Stock Issued During Period, Shares, New Issues (in shares)                       5,524,534    
Proceeds from Issuance or Sale of Equity | $ $ 21,600,000                     $ 11,500,000    
Payments of Stock Issuance Costs | $               $ (0) $ 144,231     $ 2,100,000    
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)                           769,146
Preferred Stock, Shares Issued (in shares)               0   0     0  
Preferred Stock, Shares Outstanding (in shares)               0   0     0  
Proceeds from Issuance or Sale of Equity, Gross | $ 22,000,000                          
Derivative Liability | $               $ 0         $ 0  
Series A Convertible Preferred Stock [Member]                            
Proceeds from Issuance or Sale of Equity | $ 20,400,000                          
Payments of Stock Issuance Costs | $ $ 403,000                          
Preferred Stock, Shares Issued (in shares)               22,000   0     22,000  
Preferred Stock, Shares Outstanding (in shares) 22,000             22,000   0     22,000  
Preferred Stock, Convertible, Shares Issuable (in shares) 7,213,115                          
Percent of Conversion Shares Owned 20.00%                          
Borrowed Money | $ $ 10,000,000                          
Percent of Common Stock Issuable 10.00%                          
Percent of Voting Stock 50.00%                          
Conversion Debt into Equity [Member]                            
Debt Conversion, Original Debt, Amount | $     $ 2,800,000                      
Warrants in Connection With Unit Purchase Agreement [Member]                            
Number of Warrant Per Unit (in shares)     1 1                    
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)       0.5                    
Warrants and Rights Outstanding | $     $ 2.1                      
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)   2,071,293                        
Warrants and Rights Outstanding, Term (Year)   5 years                        
Warrants in Connection With Unit Purchase Agreement [Member] | Measurement Input, Price Volatility [Member]                            
Percentage of FIFO Inventory     58.00%                      
Warrants in Connection With Unit Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]                            
Percentage of FIFO Inventory     4.21%                      
Warrants in Connection With Unit Purchase Agreement [Member] | Measurement Input, Expected Term [Member]                            
Warrants and Rights Outstanding, Measurement Input     5.5                      
Warrants in Connection With Unit Purchase Agreement [Member] | Measurement Input, Expected Dividend Rate [Member]                            
Percentage of FIFO Inventory     0.00%                      
Purchaser Warrant [Member]                            
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)                           591,656
Placement Agent Warrants [Member]                            
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)                           177,490
North Run Warrants [Member]                            
Payments of Stock Issuance Costs | $ $ 31,000                          
Warrants and Rights Outstanding | $ $ 5,780,955                          
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 2,885,246                          
Warrants and Rights Outstanding, Term (Year) 5 years 6 months                          
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares $ 3.05                          
North Run Warrants [Member] | Warrants Liability [Member]                            
Derivative Liability | $ $ 1,600,000                          
Initial Closing Offering [Member]                            
Stock Issued During Period, Shares, New Issues (in shares)           961,092                
Unit Purchase Agreement in Private Placement Offering [Member]                            
Proceeds from Issuance or Sale of Equity | $   $ 5,100,000 $ 5,000,000 $ 5.1     $ 9,200,000              
Payments of Stock Issuance Costs | $     $ 600,000 $ 700,200     $ 1,200,000              
Stock Issued During the Period, Units, New Issues (in shares)   2,071,293 2,015,293 647,057     1,183,192              
Number of Common Stock Per Unit (in shares)     1 1                    
Shares Issued, Price Per Share (in dollars per share) | $ / shares     $ 2.5 $ 7.8                    
Proceeds from Issuance or Sale of Equity, Net | $   $ 3,000,000 $ 3,000,000                      
Selling Stockholders on October 22, 2021 [Member]                            
Stock Issued During Period, Shares, New Issues (in shares)         4,021,774                  
Pre-merger Stockholders of Laffin Acquisition Corp [Member]                            
Stock Issued During Period, Shares, New Issues (in shares)                       495,834    
Salem Investment Partners V, LP [Member]                            
Stock Issued During Period, Shares, New Issues (in shares)                   1,097,500 1,097,500      
v3.24.3
Note 7 - Share-based Compensation (Details Textual) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)             210,000 94,667
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share)       $ 4.2        
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share)       $ 9.42        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate       0.00%        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) 0 8,500 0          
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) 67,380 2,950 0          
Stock Issued During Period, Shares, New Issues (in shares)           5,524,534    
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Settlement of Options for Shares (in shares) 119,711              
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value $ 200,000     $ 200,000        
Share-Based Payment Arrangement, Granted Award, Option, Cost Not yet Recognized, Amount $ 200,000     $ 200,000        
Share-Based Payment Arrangement, Granted Award, Cost Not yet Recognized, Period for Recognition (Year)       2 years        
Share-Based Payment Arrangement, Expense       $ 1,244,589 $ 883,450      
Share-Based Payment Arrangement, Expense, Tax Benefit       0        
Share-Based Payment Arrangement, Amount Capitalized       $ 0        
Share-Based Payment Arrangement, Option [Member]                
Stock Issued During Period, Shares, New Issues (in shares) 187,091              
Restricted Stock Units (RSUs) [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) 114,764              
Share-Based Payment Arrangement, Expense $ 1,800,000              
The 2021 Plan [Member]                
Common Stock, Capital Shares Reserved for Future Issuance (in shares) 37,166     37,166        
Common Stock, Capital Shares Reserved for Future Issuance, Increase as Percentage of Total Share Outstanding 5.00%     5.00%        
v3.24.3
Note 7 - Share-based Compensation - Stock Option Activity (Details) - $ / shares
3 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Shares underlying outstanding awards (in shares) 576,298 570,748 570,748  
Shares underlying outstanding awards, weighted average exercise price (in dollars per share) $ 7.63 $ 7.67 $ 7.67  
Shares underlying outstanding awards, weighted average remaining contractual term (Year) 6 years 5 months 26 days 5 years 6 months 14 days 5 years 8 months 23 days 5 years 11 months 23 days
Granted (in shares) 0 8,500 0  
Granted, weighted average exercise price (in dollars per share) $ 2.5 $ 0  
Exercised (in shares) 67,380 2,950 0  
Exercised, weighted average exercise price (in dollars per share) $ 2.02 $ 2.03 $ 0  
Cancelled/forfeited (in shares) 119,711 0 0  
Forfeited, weighted average exercise price (in dollars per share) $ 2.03 $ 0  
Granted (in shares) 0 8,500 0  
Forfeited, weighted average exercise price (in dollars per share) $ 2.03 $ 0  
Shares underlying outstanding awards (in shares) 389,207 576,298 570,748 570,748
Shares underlying outstanding awards at March 31, 2024 (in dollars per share) $ 8.9 $ 7.63 $ 7.67 $ 7.67
Exercisable options (in shares) 337,521      
Exercisable options, weighted average exercise price (in dollars per share) $ 7.13      
Exercisable options, weighted average remaining contractual term (Year) 5 years 10 months 28 days      
v3.24.3
Note 7 - Share-based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member]
3 Months Ended
Sep. 30, 2024
$ / shares
shares
Outstanding, shares (in shares) | shares 588,746
Outstanding, weighted average fair value (in dollars per share) | $ / shares $ 5.66
Granted (in shares) | shares 114,764
Granted (in dollars per share) | $ / shares $ 2.5
Vested (in shares) | shares (128,106)
Vested (in dollars per share) | $ / shares $ 4.5
Cancelled/forfeited (in shares) | shares 0
Cancelled/forfeited (in dollars per share) | $ / shares
Outstanding, shares (in shares) | shares 575,404
Outstanding, weighted average fair value (in dollars per share) | $ / shares $ 5.53
v3.24.3
Note 7 - Share-based Compensation - Stock-based Compensation Expense (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Stock-based compensation expense $ 1,244,589 $ 883,450
Cost of Sales [Member]    
Stock-based compensation expense 79,630 54,328
Research and Development Expense [Member]    
Stock-based compensation expense 400,107 198,689
Selling and Marketing Expense [Member]    
Stock-based compensation expense 284,409 138,983
General and Administrative Expense [Member]    
Stock-based compensation expense $ 480,443 $ 491,450
v3.24.3
Note 8 - Derivative Liabilities (Details Textual) - USD ($)
$ in Thousands
Sep. 30, 2024
Feb. 28, 2022
Derivative Liability $ 0  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)   769,146
Percent of Outstanding Common Shares 50.00%  
Historical Warrants [Member]    
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 2,895,709  
v3.24.3
Note 8 - Derivative Liabilities - Summary of Changes in Fair Value of Level 3 Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member]
9 Months Ended
Sep. 30, 2024
USD ($)
Beginning balance as of January 1, 2024 $ 158,000
Change in fair value of derivative liabilities (158,000)
Ending balance on September 30, 2024 $ 0
v3.24.3
Note 8 - Derivative Liabilities - Fair Value Measurement Inputs and Valuation Techniques (Details)
Sep. 30, 2024
Historical Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]  
Risk free interest rate 3.58
Historical Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]  
Risk free interest rate 3.71
Historical Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member]  
Risk free interest rate 2.57
Historical Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member]  
Risk free interest rate 5.15
Historical Warrants [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member]  
Risk free interest rate 51.3
Historical Warrants [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member]  
Risk free interest rate 60.8
Historical Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]  
Risk free interest rate 0
North Run Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member]  
Risk free interest rate 5.35
v3.24.3
Note 8 - Derivative Liabilities - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Warrant Liabilities [Member]
9 Months Ended
Sep. 30, 2024
USD ($)
Beginning balance as of January 1, 2024 $ 0
Reclassification of Historical Warrants 2,759,514
Issuance of warrant liabilities 1,563,400
Change in fair value of derivative liabilities 2,623,608
Ending balance on September 30, 2024 $ 6,946,522
v3.24.3
Note 9 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
Jun. 28, 2023
Sep. 30, 2024
Dec. 31, 2023
Chief Executive Officer [Member]      
Deferred Salary, Percentage of Salaries 68.00%    
Chief Operating Officer [Member]      
Deferred Salary, Percentage of Salaries 68.00%    
Chief Financial Officer [Member]      
Deferred Salary, Percentage of Salaries 52.00%    
Chief Business Officer [Member]      
Deferred Salary, Percentage of Salaries 25.00%    
Executive Management Team [Member]      
Deferred Salary, Percentage of Salaries 2000.00%    
Legal Claims [Member]      
Loss Contingency Accrual   $ 0 $ 0
Indemnification Agreement [Member]      
Loss Contingency Accrual   $ 0 $ 0
v3.24.3
Note 9 - Commitments and Contingencies - Balance Sheet Information Related to Right-of-use Assets and Liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Operating lease right-of-use assets $ 9,627,914 $ 10,500,620
Current portion of operating lease liabilities 657,978 745,969
Noncurrent portion of operating lease liabilities 5,694,467 6,176,508
Total operating lease liabilities 6,352,445  
Finance lease right-of-use assets 1,736,013  
Current portion of finance lease liabilities 800,091 978,543
Noncurrent portion of finance lease liabilities 1,045,966 $ 1,593,979
Total finance lease liabilities $ 1,846,057  
v3.24.3
Note 9 - Commitments and Contingencies - Lease Cost (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating lease cost $ 1,414,790 $ 1,210,436
Amortization of lease assets 797,910 944,413
Interest on lease liabilities 125,419 198,778
Total finance lease costs $ 923,329 $ 1,143,191
v3.24.3
Note 9 - Commitments and Contingencies - Other Supplemental Information Related to Leases (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating leases (Year) 8 years 2 months 1 day  
Finance leases (Year) 2 years 5 months 12 days  
Operating leases 11.02%  
Finance leases 7.74%  
Operating cash flows from operating leases $ 1,112,118  
Operating cash flows from finance leases 124,106  
Financing cash flows from finance leases $ 726,519 $ 812,315
v3.24.3
Note 9 - Commitments and Contingencies - Future Minimum Payments (Details)
Sep. 30, 2024
USD ($)
Operating leases, 2024 $ 347,862 [1]
Operating leases, 2025 1,233,668
Operating leases, 2026 1,056,589
Operating leases, 2027 1,076,140
Operating leases, 2028 1,096,206
Operating leases, thereafter 4,890,149
Operating leases, total 9,700,614
Less present value adjustment, 2024 171,926 [1]
Less present value adjustment, 2025 635,214
Less present value adjustment, 2026 580,820
Less present value adjustment, 2027 524,555
Less present value adjustment, 2028 460,933
Less present value adjustment, thereafter 974,721
Less present value adjustment, total 3,348,169
Operating lease liabilities, 2024 175,936 [1]
Operating lease liabilities, 2025 598,454
Operating lease liabilities, 2026 475,769
Operating lease liabilities, 2027 551,585
Operating lease liabilities, 2028 635,273
Operating lease liabilities, thereafter 3,915,428
Operating lease liabilities, total 6,352,445
Finance leases, 2024 283,979 [1]
Finance leases, 2025 815,150
Finance leases, 2026 722,306
Finance leases, 2027 156,861
Finance leases, 2028 49,664
Finance leases, thereafter 10,702
Finance leases, total 2,038,662
Less interest, 2024 33,538 [1]
Less interest, 2025 97,612
Less interest, 2026 46,269
Less interest, 2027 11,256
Less interest, 2028 3,787
Less interest, thereafter 143
Less interest, total 192,605
Finance lease liabilities, 2024 250,441 [1]
Finance lease liabilities, 2025 717,538
Finance lease liabilities, 2026 676,037
Finance lease liabilities, 2027 145,605
Finance lease liabilities, 2028 45,877
Finance lease liabilities, thereafter 10,559
Finance lease liabilities, total $ 1,846,057
[1] Amounts are for the remaining six months ending December 31, 2024.
v3.24.3
Note 10 - Income Taxes (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Tax Expense (Benefit)     $ 0 $ 0  
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00% 21.00%      
Domestic Tax Jurisdiction [Member] | Internal Revenue Service (IRS) [Member]          
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration         $ 26,826,582
Domestic Tax Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | R&D Tax Credit Carryforward [Member]          
Tax Credit Carryforward, Subject to Expiration         $ 858,020
v3.24.3
Note 11 - Related Party Transactions (Details Textual) - shares
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2021
Stock Issued During Period, Shares, New Issues (in shares)   5,524,534
Private Placement Offering [Member]    
Stock Issued During Period, Shares, New Issues (in shares) 612,473  
v3.24.3
Note 12 - Employee Benefit Plan (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay     4.00%
Defined Contribution Plan, Cost $ 83,589 $ 87,205  

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