Guerrilla RF, Inc. Announces 2024 Annual Meeting of Stockholders on May 2, 2024

TL;DR

<b>Guerrilla RF, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 2, 2024, to elect directors, approve share reduction, and ratify auditor.</b>

AI Summary

Guerrilla RF, Inc. (GUER) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. The 2024 Annual Meeting of Stockholders for Guerrilla RF, Inc. will be held virtually on May 2, 2024. Stockholders can participate by contacting Sam Funchess at 336-579-5320 or sfunchess@guerrilla-rf.com by April 30, 2024. Key proposals include electing three Class III directors, approving a reduction in authorized shares to 50,000,000 post-reverse split, and ratifying FORVIS, LLP as the independent auditor for FY2024. The company is holding its annual meeting in a virtual format. Instructions for virtual participation will be available on the company's website under Investor Relations.

Why It Matters

For investors and stakeholders tracking Guerrilla RF, Inc., this filing contains several important signals. The meeting's virtual format requires specific instructions and advance contact for participation, impacting accessibility for some stockholders. The proposed reduction in authorized shares, linked to a prior reverse stock split, could signal a strategy to manage share count and potentially influence future equity offerings or market perception.

Risk Assessment

Risk Level: low — Guerrilla RF, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with standard proposals, indicating no immediate significant financial or operational shifts.

Analyst Insight

Stockholders should review the proposals regarding director elections and the authorized share reduction, and ensure they register for the virtual meeting by the April 30th deadline.

Key Numbers

• May 2, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
• 50,000,000 — Authorized Shares (Reduced total number of authorized shares of common stock)
• 2027 — Director Term End (Class III directors to serve until the 2027 Annual Meeting)
• 2024 — Fiscal Year End (Fiscal year ending December 31, 2024, for auditor ratification)

Key Players & Entities

• Guerrilla RF, Inc. (company) — Registrant and Company Name
• May 2, 2024 (date) — Date of Annual Meeting
• Sam Funchess (person) — Contact person for virtual meeting participation
• 336-579-5320 (phone) — Contact phone number for Sam Funchess
• sfunchess@guerrilla-rf.com (email) — Contact email for Sam Funchess
• April 30, 2024 (date) — Deadline to contact for meeting participation
• 50,000,000 (dollar_amount) — Reduced total number of authorized shares
• FORVIS, LLP (company) — Proposed independent registered public accounting firm

FAQ

Risk Factors

• Approval of Amendment to Certificate of Incorporation [medium — regulatory]: The company seeks stockholder approval to amend its restated certificate of incorporation to reduce the total number of authorized shares of common stock to 50,000,000.
• Virtual Meeting Format [low — operational]: The Annual Meeting will be held in a virtual format only, requiring specific instructions and advance registration for participation.

Key Dates

• 2024-05-02: 2024 Annual Meeting of Stockholders — To elect directors, approve share reduction, and ratify auditor.
• 2024-04-30: Deadline for Stockholder Registration — Stockholders must contact Sam Funchess by this date to receive instructions for virtual meeting participation.

Key Financial Figures

• $0.0001 — " refers to the Company's common stock, $0.0001 par value per share. We are an " emerg

Filing Documents

• guer20240408_def14a.htm (DEF 14A) — 403KB
• logo01.jpg (GRAPHIC) — 6KB
• pc01.jpg (GRAPHIC) — 136KB
• pc02.jpg (GRAPHIC) — 82KB
• 0001437749-24-011538.txt (&nbsp;) — 713KB

From the Filing

DEF 14A 1 guer20240408_def14a.htm FORM DEF 14A guer20240408_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 GUERRILLA RF, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 2000 Pisgah Church Road Greensboro, North Carolina 27455 (336) 510-7840 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS To Be Held on May 2, 2024 To our Stockholders: Notice is hereby given that the 2024 Annual Meeting of Stockholders (the " Annual Meeting ") of Guerrilla RF, Inc. (the " Company ") will be held on May 2, 2024, at 9:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. Instructions on how to participate virtually will be provided on our website, www.guerrilla-rf.com, under the heading " Investor Relations – Events. " Stockholders who wish to participate in the Annual Meeting should contact Sam Funchess, Vice President of Corporate Development, at 336-579-5320 or sfunchess@guerrilla-rf.com before 5:00 p.m. Eastern Time on April 30, 2024. Upon verification of stock ownership as of the record date, participating stockholders will be provided with information that will enable them to join the Annual Meeting via Zoom. Stockholders are encouraged to vote their shares prior to the Annual Meeting, as directed on the proxy card or the information forwarded by your bank, broker or other holder of record. The purpose of the Annual Meeting is to consider and act upon the following proposals: 1. to elect three persons to serve as Class III directors of the Company until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified; 2. to approve the amendment of the Company's restated certificate of incorporation to effect a reduction in the total number of authorized shares of our common stock to 50,000,000, proportional to the effect of the 1-for-6 reverse stock split that was effected in 2023; 3. to ratify the appointment of FORVIS, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and to consider such other business as may properly come before the Annual Meeting or any adjournment thereof. The Board of Directors is not aware of any other business to be conducted at the Annual Meeting. Holders of record of shares of common stock at the close of business on March 4, 2024, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. In the event there are not sufficient shares present in person (including participation virtually/online) or by proxy to constitute a quorum or to approve or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company. A proxy statement providing information, and a form of proxy to vote, with respect to the foregoing matters accompany this Notice of Annual Meeting. These proxy solicitation materials are first being mailed on or about April 12, 2024, to all stockholders entitled to notice of, and to vote at, the Annual Meeting. This 9 th day of April, 2024. Yours very truly, Ryan Pratt Chief Executive Officer and Chairman You may vote your shares of common stock at the Annual Meeting, over the Internet, by mail or in person. You are urged, regardless of the number of shares you hold, to register your proxy promptly by following the instructions on the accompanying proxy card or the information forwarded by your bank, broker or other holder of record. In the event that you attend the Annual Meeting in person, you may revoke your proxy and vote your shares in person. PROXY STATEMENT Annual Meeting of Stockholders To Be Held on May 2, 2024 This Proxy Statement, the attached Notice of Annual Meeting of Stockholders and the enclosed proxy card are being mailed to our stockholders on or about April 12, 2024 for solicitation of proxies by the Board of Directors (the " Board ") of your company, Guerrilla RF, Inc. Our principal executive offices are located at 2000 Pisgah Church Road, Greensboro, North Carolina 27455. We were incorporated in the State of Delaware as Laffin Acquisition Corp. on November 9, 2020. On October 22, 2021, our wholly-owned subsidiary, Guerrilla RF Acquisition

View Full Filing

View this DEF 14A filing on SEC EDGAR