Guerrilla RF, Inc.

8-K · guer20260603_8k.htm iXBRL

0001832487

 2026-06-03
 2026-06-03

  

  

 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): June 3, 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 5.07.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

  

 On June 3, 2026, the Company held its Annual Meeting.  The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 10, 2026, are as follows:

  

 The Company’s stockholders (i) elected each of the two persons listed below under Proposal 1 to serve as directors of the Company for the term specified, or until their successors are duly elected and qualified, and (ii) ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with votes cast as follows.

  

 Proposal or Name of Nominee

  

 Shares Voted “For”

  
  

 Shares Voted “Against”

  
  

 Shares Withheld

  
  

 Shares Abstained

  
  

 Broker Non-Votes

  

 Proposal 1: The election of the following nominees as directors of the Company for the terms specified.

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

 David Bell for a three-year term, or until a successor has been elected and qualified. 

  
  
 12,422,532
  
  
  
 —
  
  
  
 18,249
  
  
  
 —
  
  
  
 1,648,579
  

 Todd B. Hammer for a three-year term, or until a successor has been elected and qualified. 
  
  

  

 12,430,071

  
  
  

  

 —

  
  
  

  

 10,710

  
  
  

  

 —

  
  
  

  

 1,648,579

  

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

 Proposal 2: To ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

  
  
 14,076,449
  
  
  
 12,597
  
  
  
 —
  
  
  
 314
  
  
  
 —
  

  

 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

  

 (d) Exhibits

  

 EXHIBIT INDEX  

  

  

 Exhibit

 Number

  

 Description

 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: June 5, 2026

 By:

 /s/ Ryan Pratt

  
  

 Ryan Pratt

  
  

 Chief Executive Officer