Form 10-Q Guerrilla RF, Inc. For: Jun 30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:
GUERRILLA RF, INC.
(Exact name of registrant as specified in its charter)
| (State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (
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.
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).
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 ☐ | 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
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 August 11, 2026 | |||||||
| Common Stock, $0.0001 par value |
| |
GUERRILLA RF, INC.
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 21 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. | 35 |
| Item 4. |
Controls and Procedures. | 35 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 36 |
| Item 1A. |
Risk Factors. | 36 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. | 36 |
| Item 3. | Defaults Upon Senior Securities. | 36 |
| Item 4. | Mine Safety Disclosure. | 36 |
| Item 5. | Other Information. | 36 |
| Item 6. |
Exhibits | 37 |
| 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.
Monolithic microwave integrated circuit (MMIC) — Semiconductor devices that integrate multiple radio frequency functions, such as amplification and signal conditioning, onto a single chip.
RF — Radio frequency.
Satellite Digital Audio Radio Service (SDAR) — Satellite-based digital radio broadcasting technology that delivers subscription audio programming to vehicles and other receivers.
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 26, 2026.
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other assets, current | ||||||||
| Total Current Assets | ||||||||
| Prepaid expenses and other assets, noncurrent | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property, plant, and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Convertible Preferred Stock and Stockholders' Deficit | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short-term debt | ||||||||
| Warrant liabilities | ||||||||
| Operating lease liability, current portion | ||||||||
| Finance lease liability, current portion | ||||||||
| Notes payable - related party, current portion | ||||||||
| Total Current Liabilities | ||||||||
| Long-term debt | ||||||||
| Operating lease liability, noncurrent | ||||||||
| Finance lease liability, noncurrent | ||||||||
| Notes payable - related party, noncurrent | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Series A convertible preferred stock, $ par value, shares authorized, issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Stockholders' Deficit | ||||||||
| Undesignated preferred stock, $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Convertible Preferred Stock and Stockholders' Deficit | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Product | $ | $ | $ | $ | ||||||||||||
| Royalties and non-recurring engineering | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Direct product costs | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Other Income (Expenses): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Other Income (Expenses), net | ( | ) | ( | ) | ||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss Per Share - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding - Basic and Diluted | ||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
| Undesignated Preferred Stock | Common Stock | Additional Paid-In-Capital | Accumulated Deficit | Total Stockholders' Deficit | ||||||||||||||||
| January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Net income | ||||||||||||||||||||
| Net settled RSUs | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Stock options exercised | ||||||||||||||||||||
| Net settled RSUs | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Undesignated Preferred Stock | Common Stock | Additional Paid-In-Capital | Accumulated Deficit | Total Stockholders' Deficit | ||||||||||||||||
| January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Refund of unused offering cost | ||||||||||||||||||||
| Net settled RSUs | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Refund of unused offering cost | ||||||||||||||||||||
| Net settled RSUs | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Non-cash amortization of debt discount | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Amortization of operating lease ROU assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Purchases of property, plant, and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from notes payable and recourse factoring agreement | ||||||||
| Principal payments of notes payable and recourse factoring agreement | ( | ) | ( | ) | ||||
| Refund of unused offering cost | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Principal payments on finance lease | ( | ) | ( | ) | ||||
| Repayments of long- and short-term debt | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Noncash investing and financing transactions: | ||||||||
| Modifications of finance leases | $ | $ | ||||||
| Property and equipment additions included in accounts payable | $ | $ | ||||||
| Software financed through short-term debt | $ | $ | ||||||
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., a fabless semiconductor company based in Greensboro, North Carolina, was founded in 2013, initially as a North Carolina limited liability company before converting to a Delaware corporation. Unless otherwise stated or the context otherwise indicates, references to “Guerrilla RF”, 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 losses since inception.
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, 2025 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, 2025 ("2025 Form 10-K"). This report should be read in conjunction with our 2025 Form 10-K that was filed with the SEC on March 26, 2026. 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 June 30, 2026 and its results of operations and changes in stockholders' deficit for the three and six months ended June 30, 2026 and 2025 and its cash flows for the six months ended June 30, 2026 and 2025. The results for the three and/or six months ended June 30, 2026 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 Securities Exchange Act of 1934, 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 derivatives and warrant liabilities and the valuation of equity financing. Accordingly, actual results could differ from those estimates.
Reclassification
Certain statement of cash flows amounts within net cash used in operating activities for the six months ended June 30, 2025, have been reclassified to conform to the Company's fiscal 2026 presentation. The reclassifications have no impact on the Company's previously reported net cash used in operating activities or net loss.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Concentrations of Credit Risk and Major Customers
Financial instruments at June 30, 2026, and December 31, 2025 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, as follows:
| Major Customers | Revenue | Revenue | Accounts Receivable | |||||||||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | June 30, | December 31, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Customer A | % | % | % | % | % | % | ||||||||||||||||||
| Customer B | % | * | % | * | * | % | ||||||||||||||||||
| Customer C | % | * | % | * | * | * | ||||||||||||||||||
| Customer D | * | * | % | * | * | * | ||||||||||||||||||
*Less than 10%
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 two royalty agreements. 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 its customers to provide collateral or other security for amounts due to the Company under its 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 $
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.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
During the three and six months ended June 30, 2026 and 2025, the Company had $
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. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates.
Net 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. 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, and the vesting of the restricted stock units which would result in the issuance of incremental shares of common stock. The Company has two classes of stock, common stock and preferred stock, with the preferred stock not participating in losses.
The following potentially dilutive securities have been excluded from the computation of diluted shares for the three and six months ended June 30, 2026 and 2025, as they would be anti-dilutive:
| Three and Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Series A convertible preferred stock | ||||||||
| Common stock warrants | ||||||||
| Restricted stock units | ||||||||
| Stock options | ||||||||
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 815 “Derivatives 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.
Convertible Preferred Stock
The Company has
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, accounts receivable, short-term debt, and accounts payable approximate fair values due to the short-term nature of these instruments.
See Note 8 – Fair Value Measurement for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Liquidity
Recent Accounting Pronouncements
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. As an emerging growth company, the Company is permitted to defer adoption of ASU 2023-09 for annual periods beginning after December 15, 2025. The Company has adopted this guidance for the year beginning January 1, 2026. The adoption of ASU 2023‑09 did not have an impact on the Company's results of operations, financial position, or cash flows.
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.
In July 2025, the FASB issued ASU 2025-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets." ASU 2025-05 amends ASC Subtopic 326-20 to provide a practical expedient for all entities and an accounting policy election for entities other than public business entities, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU 2025-05 addresses concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. ASU 2025-05 is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and is applied prospectively. Because ASU 2025-05 has a single effective date applicable to all entities, the Company's status as an emerging growth company does not defer its adoption. Accordingly, ASU 2025-05 became effective for the Company on January 1, 2026, including interim periods within the year ending December 31, 2026. As a public business entity, the Company is not eligible for the accounting policy election available to entities other than public business entities. The Company elected the practical expedient, and the adoption of ASU 2025-05 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements.
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.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. INVENTORIES
Inventories are summarized as follows:
| June 30, 2026 | ||||||||
| (unaudited) | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Inventories | $ | $ | ||||||
4. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
| June 30, 2026 | ||||||||
| (unaudited) | December 31, 2025 | |||||||
| Production assets | $ | $ | ||||||
| Computer equipment and software | ||||||||
| Lab equipment | ||||||||
| Office furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Construction in progress | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation and amortization expense was $
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. DEBT
Spectrum Loan Facility
The initial term of the Spectrum Loan Facility was 24 months from the Spectrum Effective Date. Subject to certain exceptions, 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.
On June 10, 2026, the Company entered into the Second Amendment to the Spectrum Loan Facility, which (i) reduced the annual facility fee from
In addition to annual facility fees of $
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 June 30, 2026, the Company was in compliance with these covenants and restrictions.
The Company has borrowed $
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company entered into a loan facility (the “Salem Loan Facility”) with Salem Investment Partners V, Limited Partnership (“Salem”) on August 11, 2022. It was subsequently amended, with the most recent amendment on December 30, 2025, when the Company entered into Amendment No. 3 to Amended and Restated Loan Agreement (the "2025 Salem Amendment") with Salem, to amend the loan’s maturity date and repayment schedule. The 2025 Salem Amendment extended the maturity date from December 31, 2028 to December 31, 2029 and the Company incurred a
Salem is a related party of the Company because it holds in excess of a 10% beneficial ownership interest in the Company's common stock. Accordingly, borrowings under the Salem Loan Facility are presented as notes payable – related party on the condensed consolidated balance sheet. See Note 12 - Related Party Transactions.
Borrowings under the Salem Loan Facility bear interest at a stated rate of
Summary
As of June 30, 2026, debt is expected to mature as follows:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| $ |
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. COMMON STOCK AND PREFERRED STOCK
Common Stock
The Company is authorized to issue
See Note 7 – Share-Based Compensation - Restricted Stock Unit ("RSU") Awards for details regarding RSU grants.
As of June 30, 2026, the total amount of outstanding common stock warrants is
A summary of the warrant activity during the six months ended June 30, 2026 is presented below:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life in Years | Intrinsic Value | |||||||||||||
| Outstanding, January 1, 2026 | $ | |||||||||||||||
| Issued | ||||||||||||||||
| Exercised | ||||||||||||||||
| Expired | ||||||||||||||||
| Canceled | ||||||||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | ||||||||||||||
The following table presents information related to stock warrants at June 30, 2026:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||
| Exercise Price | Outstanding Number of Warrants | Weighted Average Remaining Life in Years | Exercisable Number of Warrants | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 were
On August 5, 2024, the Company completed the North Run Private Placement, selling (i) an aggregate of
For so long as the Buyer of the Preferred Shares beneficially owns at least
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
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”). No further awards may be granted under the 2014 Plan. As of June 30, 2026, a total of
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. As of June 30, 2026, a total of
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
For the three and six months ended June 30, 2026 and 2025, the grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:
| Three and Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Expected term (in years) | — | |||||||
| Expected volatility | - | — | ||||||
| Risk-free rate | — | |||||||
| Dividend rate | — | — | ||||||
The value of stock options is recognized as compensation expense using the straight-line method over the vesting period. Unrecognized compensation costs related to non‐vested options at June 30, 2026 amounted to $
Stock option activity is summarized as follows for the six months ended June 30, 2026:
| Number of Shares | Weighted-Average Exercise Price Per Option | Weighted- Average Remaining Contractual Life (in years) | Intrinsic Value | |||||||||||||
| Shares underlying outstanding awards at January 1, 2026 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Cancelled/forfeited | ( | ) | ||||||||||||||
| Shares underlying outstanding awards at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable options at June 30, 2026 | $ | $ | ||||||||||||||
In the three months ended June 30, 2026, the Company granted
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Stock Unit Awards
The RSUs are subject to the recipient’s continued service through the applicable vesting date(s). Unrecognized compensation cost related to non‐vested RSUs at June 30, 2026 amounted to $
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:
| Six Months Ended June 30, 2026 | ||||||||
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/forfeited | ( | ) | ||||||
| Outstanding at March 31, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/forfeited | ( | ) | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
Share-Based Compensation Expense
Pursuant to awards made under the 2014 Plan and the 2021 Plan, the Company recorded share-based compensation expense in the following expense categories in the unaudited interim condensed consolidated statements of operations for the three months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Direct product costs | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
income tax benefits have been recognized in the unaudited interim condensed consolidated statements of operations for share-based compensation arrangements, and share-based compensation costs have been capitalized as property and equipment through June 30, 2026.
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. FAIR VALUE MEASUREMENT
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 Black-Scholes call option model.
In connection with the North Run Private Placement, the Company determined it should classify warrants to purchase an aggregate
The following table summarizes the Black-Scholes assumptions used during the three and six months ended June 30, 2026:
| For the Three Months Ended June 30, 2026 | For the Six Months Ended June 30, 2026 | |||||||
| Risk free interest rate | | | ||||||
| Expected term (years) | ||||||||
| Expected volatility | - | - | ||||||
| Expected dividends | 0.00% | 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, 2026 | $ | |||
| Change in fair value of warrant liabilities | ||||
| Ending balance on June 30, 2026 | $ |
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 as a single lease cost on a straight-line basis over the lease term. Financing lease expense is comprised of both interest expense, which is recognized using the effective interest method, and amortization of the right-of-use assets. Finance lease interest expense and right-of-use asset amortization are presented consistently with other interest expense and depreciation and amortization, respectively. 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 | June 30, 2026 | December 31, 2025 | |||||||
| Operating Leases: | |||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | $ | ||||||
| Current portion of operating lease liabilities | Operating lease liability, current portion | ||||||||
| Noncurrent portion of operating lease liabilities | Operating lease liability | ||||||||
| Total operating lease liabilities | $ | $ | |||||||
| Finance Leases: | |||||||||
| Finance lease right-of-use assets | Property, plant, and equipment | $ | $ | ||||||
| Current portion of finance lease liabilities | Finance lease liability, current portion | ||||||||
| Noncurrent portion of finance lease liabilities | Finance lease liability | ||||||||
| Total finance lease liabilities | $ | $ | |||||||
Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of lease assets | ||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Total finance lease costs | $ | $ | $ | $ | ||||||||||||
GUERRILLA RF, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other supplemental information related to leases is summarized as follows:
| June 30, 2026 | ||||
| Weighted average remaining lease term (in years): | ||||
| Operating leases | ||||
| Finance leases | ||||
| Weighted average discount rate: | ||||
| Operating leases | % | |||
| Finance leases | % | |||
| Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2026: | ||||
| Operating cash flows from operating leases | $ | |||
| Operating cash flows from finance leases | $ | |||
| Financing cash flows from finance leases | $ | |||
| Payments Due by Period | ||||||||||||||||||||||||||||
| 2026(1) | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Less present value adjustment | ||||||||||||||||||||||||||||
| Operating lease liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Finance leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Less interest | ||||||||||||||||||||||||||||
| Finance lease liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
(1) Amounts are for the remaining six months ending December 31, 2026.
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,
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,
10. 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 has operating segment which develops high-performance MMIC products for wireless connectivity. The Company’s Chief Executive Officer, Ryan Pratt, is the Chief Decision Maker and reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The Company does not assess the performance of its individual product lines on measures of profit or loss, or asset-based metrics.
The table below presents the Company’s consolidated operating results including significant segment expenses for the three and six months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 (unaudited) | 2025 (unaudited) | 2026 (unaudited) | 2025 (unaudited) | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Direct materials | ||||||||||||||||
| Other direct product costs (a) | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Segment Operating Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Total Other Income (Expense), net | ( | ) | ( | ) | ||||||||||||
| Net Income (Loss) Before Income Taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (a) | Includes shipping costs, intangible amortization and overhead. |
11. INCOME TAXES
The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to year-to-date pre-tax income or loss, and records discrete tax items in the period in which they occur. The Company’s effective federal income tax rate for the three months ended June 30, 2026 and 2025 was
The Company continues to assess the realizability of its deferred tax assets at each reporting date. Based on the weight of available evidence, management concluded that it is not more likely than not that the Company’s net deferred tax assets will be realized and, accordingly, the Company continues to maintain a full valuation allowance as of June 30, 2026.
12. RELATED PARTY TRANSACTIONS
As of June 30, 2026 and December 31, 2025, Salem is identified as a related party as a result of having in excess of a
13. 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 (
14. SUBSEQUENT EVENTS
None.
ITEM 2. MANAGEMENT’S 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, 2025 as filed with the SEC on March 26, 2026.
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;
● international trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects;
● 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;
● 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. We outsource the manufacture and production of our MMIC products to subcontractors, providing access to multiple semiconductor process technologies. Guerrilla RF’s primary external wafer foundries are located in Taiwan and Singapore, and our primary assembly and test suppliers are located in Malaysia and the Philippines.
SECOND QUARTER AND FIRST HALF FISCAL 2026 FINANCIAL HIGHLIGHTS
● Revenue for the second quarter of fiscal 2026 increased approximately 49% to $8.0 million, compared with $5.4 million for the second quarter of fiscal 2025. The increase was driven by growth of 142% in our catalog category and 97% in our infrastructure category, partially offset by a 28% decrease in our automotive category. Within the catalog category, revenue from aerospace & defense applications increased to $2.2 million from $0.5 million in the prior year period, driven primarily by increased demand in the drone and satellite communications markets. Aerospace & defense represented approximately 27% of second-quarter revenue, compared with 9% in the prior year period.
● Gross margin for the second quarter of fiscal 2026 was approximately 70.9%, compared with 64.9% in the prior year period. The improvement was primarily attributable to higher sales volumes, favorable product mix, including a greater contribution from aerospace & defense applications, and improved operating leverage. Contribution margin remained strong at approximately 78.7%, reflecting favorable product economics and the scalability of our fabless semiconductor operating model. Although overhead expenses increased modestly in absolute dollars, they declined as a percentage of revenue as higher sales volumes provided improved operating leverage.
● Operating income was $1.0 million for the second quarter of fiscal 2026, compared with an operating loss of $1.4 million for the second quarter of fiscal 2025. The $2.3 million improvement in operating results was primarily attributable to the increase in revenue and gross profit, together with continued operating expense discipline. Total operating expenses decreased approximately 3% year over year to $4.7 million, despite the 49% increase in revenue. The improvement reflects our revenue strength and expense discipline.
● Net cash provided by operating activities during the second quarter of fiscal 2026 was $2.4 million, compared with net cash used in operating activities of $1.2 million during the prior year period. For the six months ended June 30, 2026, net cash provided by operating activities was $1.2 million, compared with net cash used in operating activities of $3.3 million during the prior year period. The improvement primarily reflected stronger operating results and favorable changes in working capital.
● Net loss for the second quarter of fiscal 2026 was $2.2 million, compared with a net loss of $0.5 million for the second quarter of fiscal 2025. The increase in net loss was primarily attributable to a $3.0 million non-cash loss resulting from the change in fair value of warrant liabilities during the second quarter of fiscal 2026, compared with a $1.1 million non-cash gain recognized in the prior year period. The change in the fair value of warrant liabilities therefore resulted in an $4.1 million unfavorable year-over-year variance. These fair-value adjustments were non-cash and did not affect operating income or cash flows from operating activities.
● Net loss per share was $0.21 and $0.05 for the second quarter of fiscal 2026 and 2025, 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.
| Six Months Ended June 30, |
||||||||
| 2026 (unaudited) |
2025 (unaudited) |
|||||||
| Key Metrics |
||||||||
| Number of products released |
1 | 18 | ||||||
| Number of total products |
184 | 181 | ||||||
| Number of products with lifetime revenue exceeding $100 thousand |
90 | 78 | ||||||
| Product backlog (in millions) |
$ | 13.6 | $ | 6.6 | ||||
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 as of the end of the period. 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 continue 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 continue 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, but as a percentage of revenues, sales and marketing expenses are expected to continue to decrease.
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 Income
Interest income consists of interest earned on cash.
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 debt discount, and interest expense related to our finance leases.
Change in Fair Value of Warrant Liabilities
Change in fair value of warrant liabilities is fully attributable to the revaluation of the warrants.
Other Income (Expense)
Other income was primarily attributable to net proceeds from an employee retention tax credit. Other expense consisted of various individually immaterial items.
Results of Operations
The following table summarizes the results of our operations for the periods presented:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
|||||||||||||
| Revenues |
$ | 8,011,610 | $ | 5,369,147 | $ | 14,473,364 | $ | 9,742,051 | ||||||||
| Direct product costs |
2,330,512 | 1,884,804 | 4,275,716 | 3,587,584 | ||||||||||||
| Gross profit |
5,681,098 | 3,484,343 | 10,197,648 | 6,154,467 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
2,073,444 | 2,169,789 | 4,057,234 | 4,662,716 | ||||||||||||
| Sales and marketing |
1,511,340 | 1,483,897 | 3,122,020 | 3,369,362 | ||||||||||||
| General and administrative |
1,132,744 | 1,185,731 | 2,101,104 | 2,639,291 | ||||||||||||
| Total operating expenses |
4,717,528 | 4,839,417 | 9,280,358 | 10,671,369 | ||||||||||||
| Operating income (loss) |
963,570 | (1,355,074 | ) | 917,290 | (4,516,902 | ) | ||||||||||
| Other income (expenses): |
||||||||||||||||
| Interest income |
21,250 | 49,156 | 43,055 | 114,785 | ||||||||||||
| Interest expense |
(218,592 | ) | (242,289 | ) | (422,643 | ) | (453,059 | ) | ||||||||
| Change in fair value of warrant liabilities |
(2,998,281 | ) | 1,079,717 | (2,069,131 | ) | 843,821 | ||||||||||
| Other income (expense) |
(808 | ) | (2,252 | ) | 420,173 | (2,252 | ) | |||||||||
| Total other income (expenses), net |
(3,196,431 | ) | 884,332 | (2,028,546 | ) | 503,295 | ||||||||||
| Net loss |
$ | (2,232,861 | ) | $ | (470,742 | ) | $ | (1,111,256 | ) | $ | (4,013,607 | ) | ||||
Comparison of the three months ended June 30, 2026 and 2025 (unaudited):
| Three Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Revenues |
$ | 8,011,610 | $ | 5,369,147 | 2,642,463 | 49 | % | |||||||||
Revenues increased $2.6 million, or 49%, to $8.0 million for the three months ended June 30, 2026, compared to $5.4 million for the three months ended June 30, 2025. The increase was primarily driven by the Company’s catalog category, which grew $3.0 million, or 142.0%, to $5.0 million, reflecting the conversion of prior design wins into production revenue and increased demand across multiple end markets. Within the catalog category, revenue from aerospace and defense applications increased to $2.2 million from $0.5 million in the prior-year period, driven primarily by strength in drone and satellite communications applications.
Revenue from the infrastructure category increased $0.5 million, or 96.5%, to $1.1 million, reflecting higher demand across certain infrastructure programs. These increases were partially offset by a $0.7 million, or 27.6%, decrease in automotive revenue to $1.9 million, primarily due to lower demand from certain legacy automotive programs, including compensator and satellite digital audio radio service applications
The increase in total revenue was also driven by higher shipments of existing products, which increased $3.3 million, or 81.7%, to $7.3 million for the three months ended June 30, 2026, compared to $4.0 million in the prior year period. This growth reflects the continued conversion of prior design wins into production and sales. New product revenue decreased to $0.7 million, compared to $1.3 million in the prior year period, as fewer new products reached initial production during the current quarter.
We generate revenue from customers located within and outside the United States. Domestic revenue increased $0.7 million, or 20.6%, to $4.1 million, while international revenue increased $2.0 million, or 108.3%, to $3.9 million for the three months ended June 30, 2026, compared to the prior year period. International revenue represented 48.6% of total product revenue for the quarter, compared to 35.4% in the prior year period, reflecting continued expansion of the Company’s global distribution footprint.
Beginning in the first quarter of 2026, the Company updated its internal market categorizations to better reflect customer end-market exposure. Market revenue information for prior periods has been recast to conform to the current presentation to provide meaningful period-to-period comparisons. This change did not affect total revenue, net loss, or any amounts reported in the consolidated financial statements.
Direct Product Costs and Gross Profit
| Three Months Ended June 30, | ||||||||||||||||
| 2026 |
2025 | $ Change |
% Change |
|||||||||||||
| Direct product costs |
$ | 2,330,512 | $ | 1,884,804 | 445,708 | 24 | % | |||||||||
| Gross profit |
$ | 5,681,098 | $ | 3,484,343 | 2,196,755 | 63 | % | |||||||||
Direct product costs increased $0.4 million, or 24%, to $2.3 million for the three months ended June 30, 2026, compared to $1.9 million for the three months ended June 30, 2025. The increase was primarily attributable to increases in production and sales volume which in turn led to the 49% increase in revenue. However, direct product costs increased at a slower rate than revenues over the same period, reflecting improved revenue leverage and favorable product mix.
Gross profit increased $2.2 million, or 63%, to $5.7 million for the three months ended June 30, 2026, compared to $3.5 million for the prior year period. Gross margin expanded to approximately 70.9% for the three months ended June 30, 2026, compared to 64.9% in the prior year period, representing an increase of approximately 601 basis points.
The improvement in gross margin was primarily driven by higher revenue volumes and the improved overhead absorption, as well as a favorable shift in product mix toward higher margin catalog products. Direct product costs as a percentage of revenue declined meaningfully, reflecting the scalability of the Company’s fabless semiconductor model and continued supply discipline.
Overall, the Company’s gross profit performance demonstrates strong operating leverage as incremental revenue gains continue to convert at a high contribution margin, consistent with expectations for analog and RF semiconductor companies operating at increasing scale.
Research and Development Expenses
| Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | $ Change |
% Change |
|||||||||||||
| Research and development |
$ | 2,073,444 | $ | 2,169,789 | (96,345 | ) | (4 | )% | ||||||||
Research and development expenses decreased $0.1 million, or 4%, to $2.1 million for the three months ended June 30, 2026, compared to $2.2 million for the three months ended June 30, 2025. The decrease was primarily attributable to ongoing expense reduction initiatives and year-over-year headcount rationalization efforts implemented across the organization.
Despite the reduction in absolute spending, the Company continues to prioritize investments in key product development programs aligned with its strategic roadmap, while driving improved efficiency in engineering resources.
Sales and Marketing Expenses
| Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | $ Change |
% Change |
|||||||||||||
| Sales and marketing |
$ | 1,511,340 | $ | 1,483,897 | 27,443 | 2 | % | |||||||||
Sales and marketing expenses were $1.5 million for the three months ended June 30, 2026 and 2025. Expenses remained relatively flat despite a 49% increase in revenue, reflecting continued cost discipline while supporting higher sales volumes. The modest increase was primarily attributable to higher travel costs associated with customer engagement activities.
General and Administrative Expenses
| Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | $ Change |
% Change |
|||||||||||||
| General and administrative expenses |
$ | 1,132,744 | $ | 1,185,731 | (52,987 | ) | (4 | )% | ||||||||
General and administrative expenses decreased $0.05 million, or 4%, to $1.1 million for the three months ended June 30, 2026, compared to $1.2 million for the three months ended June 30, 2025. The decrease was primarily attributable to continued execution of the Company’s cost reduction initiatives, including headcount rationalization and reductions in professional services and other administrative expenses.
The Company continues to align its general and administrative cost structure with current operating levels, while maintaining the necessary infrastructure to support its growth and public company requirements.
Other Income (Expenses)
| Three Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Interest income |
$ | 21,250 | $ | 49,156 | $ | (27,906 | ) | (57 | )% | |||||||
| Interest expense |
$ | (218,592 | ) | $ | (242,289 | ) | $ | 23,697 | (10 | )% | ||||||
| Change in fair value of warrant liabilities |
$ | (2,998,281 | ) | $ | 1,079,717 | $ | (4,077,998 | ) | (378 | )% | ||||||
| Other income |
$ | (808 | ) | $ | (2,252 | ) | $ | 1,444 | (64 | )% | ||||||
| Total other income (expenses), net |
$ | (3,196,431 | ) | $ | 884,332 | $ | (4,080,763 | ) | (461 | )% | ||||||
Interest expense was approximately $0.2 million for the three months ended June 30, 2026 and 2025.
During the three months ended June 30, 2026 , the Company recognized a $3.0 million loss related to the change in fair value of warrant liabilities as compared to a gain on the change in fair value of warrant liabilities of $1.0 million during the three months ended June 30, 2025, which represented an unfavorable change of $4.1 million in the aggregate. The changes are 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 June 30, 2026 and 2025.
Other income was immaterial for the three months ended June 30, 2026 and 2025. In addition, during the three months ended June 30, 2026, the Company had interest income of $0.02 million compared to $0.05 million in the comparable period of 2025.
Comparison of the six months ended June 30, 2026 and 2025 (unaudited):
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Revenues |
$ | 14,473,364 | $ | 9,742,051 | 4,731,313 | 49 | % | |||||||||
Revenues increased $4.7 million, or 49%, to $14.5 million for the six months ended June 30, 2026, compared to $9.7 million for the six months ended June 30, 2025. The increase was primarily driven by the Company’s catalog category, which increased $6.2 million, or 169.4%, to $9.8 million, reflecting the conversion of prior design wins into production revenue and increased demand across multiple end markets.
Within the catalog category, revenue from aerospace and defense applications increased $4.0 million, or 423.1%, to $4.9 million from $0.9 million in the prior-year period, driven primarily by strength in drone and satellite communications applications. Aerospace and defense revenue represented approximately 34% of total revenue for the six months ended June 30, 2026, compared with approximately 10% in the prior-year period. Revenue from the remaining catalog business increased $2.2 million, or 80.6%, to $4.9 million.
Revenue from the wireless infrastructure category increased $0.6 million, or 50.8%, to $1.7 million, reflecting higher demand across certain infrastructure programs. These increases were partially offset by a $2.0 million, or 39.6%, decrease in automotive revenue to $3.0 million, primarily due to lower demand from certain legacy automotive programs, including compensator and satellite digital audio radio service applications.
The increase in total revenue was also driven by higher shipments of existing products, which increased $6.1 million, or 82.5%, to $13.5 million for the six months ended June 30, 2026, compared to $7.4 million in the prior year period. This growth reflects the continued conversion of prior design wins into production. New product revenue decreased to $0.9 million, compared to $2.3 million in the prior year period, as fewer new product introductions reached initial production during the current quarter.
We generate revenue from customers located within and outside the United States. Domestic revenue increased $1.8 million, or 27.9%, to $8.4 million, while international revenue increased $3.0 million, or 96.6%, to $6.1 million for the six months ended June 30, 2026, compared to the prior year period. International revenue represented 41.8% of total product revenue for the six months ended June 30, 2026, compared to 31.9% in the prior year period, reflecting continued expansion of the Company’s global distribution footprint.
Direct Product Costs and Gross Profit
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Direct product costs |
$ | 4,275,716 | $ | 3,587,584 | 688,132 | 19 | % | |||||||||
| Gross profit |
$ | 10,197,648 | $ | 6,154,467 | 4,043,181 | 66 | % | |||||||||
Direct product costs increased $0.7 million, or 19%, to $4.3 million for the six months ended June 30, 2026, compared to $3.6 million for the six months ended June 30, 2025. The increase in direct product costs was attributable to increases in production and sales volume, but was significantly lower than the 49% increase in revenues over the same period, reflecting improved revenue leverage and favorable product mix.
Gross profit increased $4.0 million, or 66%, to $10.2 million for the six months ended June 30, 2026, compared to $6.2 million for the prior year period. Gross margin expanded to approximately 70.5% for the six months ended June 30, 2026, compared to 63.2 % in the prior year period, representing an increase of approximately 730 basis points.
The improvement in gross margin was primarily driven by higher revenue volumes and the improved overhead absorption, as well as a favorable shift in product mix toward higher margin catalog products. Direct product costs as a percentage of revenue declined meaningfully, reflecting the scalability of the Company’s fabless semiconductor model and continued supply chain discipline.
Overall, the Company’s gross profit performance demonstrates strong operating leverage as incremental revenue gains continue to convert at a high contribution margin, consistent with expectations for analog and RF semiconductor companies operating at increasing scale.
Research and Development Expenses
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Research and development |
$ | 4,057,234 | $ | 4,662,716 | (605,482 | ) | (13 | )% | ||||||||
Research and development expenses decreased $0.6 million, or 13%, to $4.1 million for the six months ended June 30, 2026, compared to $4.7 million for the six months ended June 30, 2025. The decrease was primarily attributable to ongoing expense reduction initiatives and year-over-year headcount rationalization efforts implemented across the organization.
Despite the reduction in absolute spending, the Company continues to prioritize investments in key product development programs aligned with its strategic roadmap, while driving improved efficiency in engineering resources.
Sales and Marketing Expenses
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Sales and marketing |
$ | 3,122,020 | $ | 3,369,362 | (247,342 | ) | (7 | )% | ||||||||
Sales and marketing expenses decreased $0.2 million, or 7%, to $3.1 million for the six months ended June 30, 2026 compared to $3.4 million for the six months ended June 30, 2025. The decrease was primarily driven by ongoing cost reduction initiatives and lower personnel-related expenses as a result of headcount rationalization.
Additional reductions were achieved through tighter controls over discretionary spending, including travel and marketing-related activities, while maintaining support for key customer engagements and revenue-generating programs.
General and Administrative Expenses
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| General and administrative expenses |
$ | 2,101,104 | $ | 2,639,291 | (538,187 | ) | (20 | )% | ||||||||
General and administrative expenses decreased $0.5 million, or 20%, to $2.1 million for the six months ended June 30, 2026, compared to $2.6 million for the six months ended June 30, 2025. The decrease was primarily attributable to continued execution of the Company’s cost reduction initiatives, including headcount rationalization and reductions in professional services and other administrative expenses.
The Company continues to align its general and administrative cost structure with current operating levels, while maintaining the necessary infrastructure to support its growth and public company requirements.
Other Income (Expenses)
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Interest income |
$ | 43,055 | $ | 114,785 | $ | (71,730 | ) | (62 | )% | |||||||
| Interest expense |
$ | (422,643 | ) | $ | (453,059 | ) | $ | 30,416 | (7 | )% | ||||||
| Change in fair value of warrant liabilities |
$ | (2,069,131 | ) | $ | 843,821 | $ | (2,912,952 | ) | (345 | )% | ||||||
| Other income |
$ | 420,173 | $ | (2,252 | ) | $ | 422,425 | (18758 | )% | |||||||
| Total other income (expenses), net |
$ | (2,028,546 | ) | $ | 503,295 | $ | (2,531,841 | ) | (503 | )% | ||||||
Interest expense decreased $0.03 million, or 7% to $0.4 million for the six months ended June 30, 2026 compared to the prior year period.
During the six months ended June 30, 2026 , the Company recognized a $2.1 million loss related to the change in fair value of warrant liabilities as compared to a gain on the change in fair value of warrant liabilities of $0.8 million during the six months ended June 30, 2025, which represented an unfavorable net change of $2.9 million in the aggregate. The changes are 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 June 30, 2026 and 2025.
Other income increased $0.4 million primarily due to the employee retention tax credit received during the six months ended June 30, 2026. In addition, during the six months ended June 30, 2026, the Company had interest income of $0.04 million compared to $0.1 million in the comparable period of 2025.
Liquidity and Capital Resources
Our primary sources of liquidity have been proceeds from private placements and borrowings under our credit facilities. As of June 30, 2026, we had cash and cash equivalents of $4.6 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 a $4.5 million term loan 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 June 30, 2026, we had approximately $0.7 million outstanding under the Spectrum Loan Facility and $4.5 million outstanding under the Salem Loan Facility. On June 10, 2026, we entered into the Second Amendment to the Spectrum Loan Facility, which extended the term of the facility through May 31, 2028 (subject to automatic 24-month renewals), and reduced the annual facility fee to $28,125. See Note 5 to our unaudited condensed consolidated financial statements for additional information.
As discussed in Note 1 to our condensed consolidated financial statements, we have historically incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $61.9 million as of June 30, 2026. We generated positive operating cash flow during the first half of 2026, which is a significant improvement to $3.3 million negative operating cash flow for the same period in 2025.
We expect to continue investing in research and development, sales and marketing, and administrative infrastructure. Management continues to focus on cost control, margin improvement, and capital efficiency.
Based on current operating plans, existing cash balances, positive operating cash flow during the first half of 2026, and availability under the Spectrum Loan Facility, we believe that our liquidity will be sufficient to fund operations for at least the next twelve months from the issuance date of these financial statements. However, this assessment is based on current forecasts and assumptions, and there can be no assurance that we will not require additional capital. We may seek to raise additional funds through equity, debt financings, or other sources as market conditions permit.
The following table summarizes our sources and uses of cash for each of the periods presented.
Cash (used in) provided by:
| Six Months Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Operating activities |
$ | 1,172,911 | $ | (3,345,373 | ) | |||
| Investing activities |
(224,318 | ) | (558,993 | ) | ||||
| Financing activities |
(549,532 | ) | 743,529 | |||||
| Net increase (decrease) in cash |
$ | 399,061 | $ | (3,160,837 | ) | |||
Operating Activities
Net cash provided by operating activities was $1.2 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $3.3 million for the same period in 2025.
Cash provided by operating activities for the six months ended June 30, 2026 was due to our net loss of $1.1 million, an increase in non-cash items of $3.6 million, and a decrease in working capital of $1.3 million. For the six months ended June 30, 2026, non-cash items that were a part of the net loss included depreciation and amortization of $0.7 million, share-based compensation of $0.4 million, non-cash operating lease cost of $0.5 million, and a change in the fair value of warrant liabilities of $2.1 million.
Cash used in operating activities for the six months ended June 30, 2025 was principally due to our net loss of $4.0 million, non-cash items of $1.0 million, and a decrease in working capital of $0.3 million. For the six months ended June 30, 2025, non-cash items that were a part of the net loss included depreciation and amortization of $0.6 million, share-based compensation of $0.6 million, and non-cash operating lease cost of $0.6 million, partially offset by a change in the fair value of warrant liabilities of $0.8 million.
Investing Activities
Cash used in investing activities was $0.2 million and $0.6 million for the six months ended June 30, 2026 and 2025, respectively.
Cash used in investing activities consisted primarily of purchases of property, plant and equipment. The decrease in cash used compared to the prior year period reflects lower capital expenditures as the Company continued to prioritize investments supporting its operations while maintaining disciplined capital spending.
Financing Activities
Cash used in financing activities for the six months ended June 30, 2026 of $0.5 million was due to $0.7 million of payments related to finance leases and finance agreements, which was offset by $0.1 million from the exercise of stock options and net debt financing.
Cash provided by financing activities for the six months ended June 30, 2025 of $0.7 million was due to $1.3 million of additional net debt financing, partially offset by $0.6 million of payments related to finance leases and insurance premiums.
Contractual Obligations and Commitments
The following summarizes our significant contractual obligations as of June 30, 2026 (unaudited).
| Payments due by period |
||||||||||||||||||||
| Total |
Less than 1 year |
1 – 3 years |
4 – 5 years |
More than 5 years |
||||||||||||||||
| Purchase order obligations |
$ | 1,566,850 | $ | 1,566,850 | $ | — | $ | — | $ | — | ||||||||||
| Short-term notes |
200,000 | 200,000 | — | — | — | |||||||||||||||
| Long-term notes |
4,305,921 | — | 4,305,921 | — | — | |||||||||||||||
| Long-term debt |
122,174 | — | 122,174 | — | — | |||||||||||||||
| Short-term debt |
1,104,327 | 1,104,327 | — | — | — | |||||||||||||||
| Operating lease obligations |
5,366,834 | 532,456 | 1,650,942 | 3,183,436 | — | |||||||||||||||
| Finance lease obligations |
526,306 | 416,984 | 109,322 | — | — | |||||||||||||||
| Total |
$ | 13,192,412 | $ | 3,820,617 | $ | 6,188,359 | $ | 3,183,436 | $ | — | ||||||||||
Off-Balance Sheet Arrangements
As of June 30, 2026 and December 31, 2025, 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 derivative and warrant liabilities and the valuation of equity financing. 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, 2025, filed with the SEC on March 26, 2026, have not materially changed.
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.
Management’s 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 June 30, 2026, the end of the period covered by this Form 10-Q. 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 June 30, 2026.
Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2026, there have been no changes in our internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
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.
Trading Arrangements of Section 16 Reporting Persons
During the quarter ended June 30, 2026 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 - trading arrangement” or “non-Rule -1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.
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.
| 31.1 |
X |
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| 31.2 |
X |
|
| 32.1 |
X |
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| 32.2 |
Certification of Mike John-Williams, 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL and contained in Exhibit 101. |
X |
+ Indicates a management contract or any compensatory plan, contract, or arrangement.
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.
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GUERRILLA RF, INC. |
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| Date: August 12, 2026 |
By: |
/s/ Ryan Pratt |
|
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Ryan Pratt Chief Executive Officer (principal executive officer) |
| GUERRILLA RF, INC. | ||
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| Date: August 12, 2026 | By: |
/s/ Mike John-Williams |
|
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Mike John-Williams Chief Financial Officer (principal financial officer) |
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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