Guerrilla RF models 7.21M-share conversion for listing

The pro forma adjustment leaves cash at $6,321,292 while reclassifying $11,064,862 of warrant liabilities to equity; listing remains conditional.

Available on EDGAR 11/10/2026 - 09:13 AM EST Accepted by SEC EDGAR 11/10/2026 - 09:12 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Guerrilla RF, Inc. filed pro forma condensed consolidated balance sheets as of September 30, 2026, for its application to list common stock on the Nasdaq Capital Market. The statements give effect to converting 22,000 Series A convertible preferred shares into 7,213,115 common shares immediately before an initial listing; pro forma as adjusted, common shares issued and outstanding are 18,025,956. They also reflect reclassification of $11,064,862 in warrant liabilities to equity. The North Run Warrants were classified as equity on October 30, 2026, after an amendment removed the holder’s option to select a price from alternatives for the cashless exercise calculation; Historical Warrants would be reclassified if the preferred shares convert.

On an as-adjusted basis, total liabilities are $14,677,861 and stockholders’ equity is $8,649,857, compared with actual total liabilities of $25,742,723 and stockholders’ deficit of $22,448,560. Cash remains $6,321,292 and total assets $23,327,718 in the pro forma balance sheets. Any Nasdaq Capital Market or other national-exchange listing remains subject to applicable listing requirements, Nasdaq approval and market conditions, and the company says there can be no assurance it will be completed.

Filing Explained

The pro forma explanation adds that the North Run Warrants will be remeasured at fair value as of October 30, 2026, and the Historical Warrants immediately before the preferred-share conversion; any resulting fair-value changes are to be recognized in earnings, but their amounts are not given.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series A convertible preferred shares: 22,000 shares Common shares on preferred-stock conversion: 7,213,115 shares Common shares issued and outstanding: 18,025,956 shares +5 more

8 metrics

Series A convertible preferred shares 22,000 shares Issued and outstanding in the actual balance sheet as of September 30, 2026

Common shares on preferred-stock conversion 7,213,115 shares Convertible immediately before an initial listing

Common shares issued and outstanding 18,025,956 shares Pro forma as adjusted

Warrant liabilities reclassified to equity $11,064,862 Pro forma adjustment

Total liabilities $14,677,861 Pro forma as adjusted

Stockholders’ equity $8,649,857 Pro forma as adjusted

Cash $6,321,292 Pro forma balance sheet as of September 30, 2026

Total assets $23,327,718 Pro forma balance sheet as of September 30, 2026

Key Terms

Level 3 warrant liabilities, Black-Scholes call option model, cashless exercise provision, Tender Offer Provision, +1 more

5 terms

Level 3 warrant liabilities financial

"as Level 3 warrant liabilities"

Black-Scholes call option model financial

"using a Black-Scholes call option model"

cashless exercise provision financial

"the cashless exercise provision within the North Run Warrants"

Tender Offer Provision financial

"the “Tender Offer Provision” within the Historical Warrants"

pro forma condensed consolidated balance sheets financial

"pro forma condensed consolidated balance sheets as of September 30, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares could Guerrilla RF issue when its preferred stock converts?

The 22,000 Series A convertible preferred shares are convertible into 7,213,115 common shares immediately before an initial listing of the common stock on a national securities exchange. The conversion is reflected in pro forma balance sheets prepared for the Nasdaq Capital Market listing application.

What happens to Guerrilla RF’s warrant liabilities in the pro forma balance sheet?

The pro forma statements reclassify $11,064,862 of warrant liabilities to equity. The North Run Warrants were classified as equity on October 30, 2026, after an amendment removed the holder’s option to select a price from alternatives for the cashless exercise calculation. Historical Warrants would be reclassified if the preferred shares convert.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001832487 0001832487 2026-11-10 2026-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2026

GUERRILLA RF, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-56238		85-3837067
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

2000 Pisgah Church Road
Greensboro, NC		27455
(Address of principal executive offices)		(Zip Code)

(336) 510-7840

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 - OTHER EVENTS

On November 10, 2026, Guerrilla RF, Inc. (the “Company”) filed pro forma condensed consolidated balance sheets as of September 30, 2026 (the “Pro Forma Financial Information”) as part of the Company’s application for listing on the Nasdaq Capital Market.

As previously disclosed, on August 2, 2024, the Company entered into a Securities Purchase Agreement (the “North Run Purchase Agreement”)  with NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Buyer”) pursuant to which the Company issued 22,000 shares of Series A convertible preferred stock (the “Preferred Shares”) to the Buyer. Under the terms of the North Run Purchase Agreement, the Preferred Shares are convertible into 7,213,115 shares of the Company’s common stock (the “Common Stock”) immediately prior to the initial listing of the Common Stock on a national securities exchange. Also pursuant to the North Run Purchase Agreement, the Company issued warrants to purchase an aggregate of 2,885,246 shares of Common Stock to the Buyer (the “North Run Warrants”).

In connection with the North Run Purchase Agreement, the Company determined it should classify previously issued warrants to purchase an aggregate of 2,895,709 shares of Common Stock (the “Historical Warrants”) as Level 3 warrant liabilities and carry such Historical Warrants 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 Common Stock, all holders of the Historical Warrants would be entitled to receive cash for their Historical Warrants. In the event the Preferred Shares are converted to Common Stock, including in connection with the initial listing of the Common Stock on a national securities exchange as described above, the Company will cease to have two classes of voting stock and accordingly, the Company has determined that in such event the Historical Warrants should be classified as equity.

Additionally, also in connection with the North Run Purchase Agreement, after analyzing the cashless exercise provision within the North Run Warrants, specifically the holder's option to select a price from alternatives for purposes of determining the cashless exercise calculation, the Company determined that the North Run Warrants should be classified as liabilities carried at fair value. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 filed with the Securities and Exchange Commission on November 2, 2026, the Company disclosed that on October 30, 2026, the holder of the North Run Warrants agreed to amend and restate the North Run Warrants to remove the holder's right to select a price from alternatives for purposes of determining the cashless exercise calculation. Accordingly, the Company has determined that on October 30, 2026, the North Run Warrants should be classified as equity.

The Pro Forma Financial Information gives effect to (i) the issuance of 7,213,115 shares of Common Stock upon the conversion of the Preferred Shares prior to the listing of the Common Stock on the Nasdaq Capital Market and (ii) the reclassification of the Historical Warrants and the North Run Warrants from liabilities to equity, as described above.

Any listing of the Common Stock on the Nasdaq Capital Market or any other national securities exchange remains subject to satisfaction of applicable listing requirements, Nasdaq approval and market conditions, and there can be no assurance that an uplisting will be completed.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description
99.1		Guerrilla RF, Inc. pro forma condensed consolidated balance sheets as of September 30, 2026, filed herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GUERRILLA RF, INC.
Date: November 10, 2026	By:	/s/ Ryan Pratt
		Ryan Pratt
		Chief Executive Officer

Exhibit 99.1

Guerrilla RF, Inc. pro forma condensed consolidated balance sheets

as of September 30, 2026

TABLE OF CONTENTS

Pro forma Condensed Consolidated Balance Sheets	2
A.   Conversion of Preferred Stock to Common Stock	3
B.   Reclassification of Warrants from Debt to Equity	3

1

Pro Forma Preliminary Condensed Consolidated Balance Sheets

		Actual				Pro Forma Adjustments								Pro Forma as Adjusted
		September 30, 2026 (unaudited)				Conversion of Preferred Stock to Common Stock (A)				Reclassification of Warrants from Debt to Equity (B)				Pro Forma Following Recapitalization
Assets
Cash		$	6,321,292			$	-			$	-			$	6,321,292
Accounts receivable			3,660,965				-				-				3,660,965
Inventories			2,689,784				-				-				2,689,784
Prepaid expenses and other assets, current			504,082				-				-				504,082
Total Current Assets			13,176,123				-				-				13,176,123
Prepaid expenses and other assets, noncurrent			78,426				-				-				78,426
Intangible assets, net			281,569				-				-				281,569
Operating lease right-of-use assets			7,601,770				-				-				7,601,770
Property and equipment, net			2,189,830				-				-				2,189,830
Total Assets		$	23,327,718			$	-			$	-			$	23,327,718
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity
Accounts payable and accrued expenses		$	3,662,171			$	-			$	-			$	3,662,171
Short-term debt			819,088				-				-				819,088
Deferred revenue			11,000				-				-				11,000
Warrant liabilities			11,064,862				-				(11,064,862	)			-
Operating lease liability, current portion			531,670				-				-				531,670
Finance lease liability, current portion			294,047				-				-				294,047
Notes payable - related party, current portion			200,000				-				-				200,000
Total Current Liabilities			16,582,838				-				(11,064,862	)			5,517,976
Long-term debt			79,126				-				-				79,126
Operating lease liability, noncurrent			4,694,510				-				-				4,694,510
Finance lease liability, noncurrent			77,194				-				-				77,194
Notes payable - related party, noncurrent			4,309,055				-				-				4,309,055
Total Liabilities			25,742,723				-				(11,064,862	)			14,677,861
Commitments and Contingencies
Series A convertible preferred stock, $0.0001 par value, 22,000 shares authorized, issued and outstanding, actual; no shares issued or outstanding, pro forma and pro forma as adjusted			20,033,555				(20,033,555	)			-				-
Stockholders' (Deficit) Equity
Undesignated preferred stock, $0.0001 par value, 9,978,000 shares authorized, no shares issued and outstanding, actual; no shares issued or outstanding, pro forma and pro forma as adjusted			-				-				-				-
Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,812,841 shares issued and outstanding, actual; 7,213,115 shares issued and outstanding, pro forma; 18,025,956 shares issued and outstanding, pro forma as adjusted			1,081				721				-				1,802
Additional paid-in capital			43,171,580				20,032,834				11,064,862				74,269,276
Accumulated deficit			(65,621,221	)			-				-				(65,621,221	)
Total Stockholders' (Deficit) Equity			(22,448,560	)			20,033,555				11,064,862				8,649,857
Total Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity		$	23,327,718			$	-			$	-			$	23,327,718

2

A. Conversion of Preferred Stock to Common Stock 

On August 2, 2024, the Company entered into a Securities Purchase Agreement (the “North Run Purchase Agreement”)  with NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Buyer”) pursuant to which the Company issued 22,000 shares of Series A convertible preferred stock (the “Preferred Shares”) to the Buyer. Under the terms of the North Run Purchase Agreement, the Preferred Shares are convertible into 7,213,115 shares of the Company’s common stock (the “Common Stock”) immediately prior to the initial listing of the Common Stock on a national securities exchange. Also pursuant to the North Run Purchase Agreement, the Company issued warrants to purchase an aggregate of 2,885,246 shares of Common Stock to the Buyer (the “North Run Warrants”)

B. Reclassification of Warrants from Debt to Equity

In connection with the North Run Purchase Agreement, the Company determined it should classify previously issued warrants to purchase an aggregate of 2,895,709 shares of Common Stock (the “Historical Warrants”) as Level 3 warrant liabilities and carry such Historical Warrants 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 Common Stock, all holders of the Historical Warrants would be entitled to receive cash for their Historical Warrants. In the event the Preferred Shares are converted to Common Stock, including in connection with the initial listing of the Common Stock on a national securities exchange as described above, the Company will cease to have two classes of voting stock and accordingly, the Company has determined that in such event the Historical Warrants should be classified as equity. Immediately prior to such reclassification, the Historical Warrants will be remeasured to fair value as of the date of the conversion of the Preferred Shares to Common Stock, with any resulting change in fair value recognized in earnings.

Additionally, also in connection with the North Run Purchase Agreement, after analyzing the cashless exercise provision within the North Run Warrants, specifically the holder's option to select a price from alternatives for purposes of determining the cashless exercise calculation, the Company determined that the North Run Warrants should be classified as liabilities carried at fair value. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 filed with the Securities and Exchange Commission on November 2, 2026, the Company disclosed that on October 30, 2026, the holder of the North Run Warrants agreed to amend and restate the North Run Warrants to remove the holder's right to select a price from alternatives for purposes of determining the cashless exercise calculation. Accordingly, the Company has determined that on October 30, 2026, the North Run Warrants should be classified as equity. The North Run Warrants will be remeasured to fair value as of October 30, 2026, the date of the amendment, with any resulting change in fair value recognized in earnings. Following such remeasurement, the Company has determined that the North Run Warrants should be classified as equity as of October 30, 2026.

3

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 118.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB