UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended ~~June~~September 30, 2025

☐

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

Commission file number: 000-56238

GUERRILLA RF, INC.

(Exact name of registrant as specified in its charter)

Delaware		85-3837067
(State of Other Jurisdiction of incorporation or Organization)		(I.R.S. Employer Identification No.)

2000 Pisgah Church Road, Greensboro, North Carolina		27455
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (336) 510-7840

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

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

Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Class						Outstanding as of ~~August~~November 86, 2025
Common Stock, $0.0001 par value						10,~~517~~577,~~278~~505

Table of Contents

GUERRILLA RF, INC.

Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~September 30, 2025

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders' Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
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

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

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

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

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

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

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

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

RF — Radio frequency.

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

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

Table of Contents

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 27, 2025.

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025 (Unaudited)			December 31, 2024
	September 30, 2025 (Unaudited)			December 31, 2024
Assets
Cash	$	4,~~813~~019,~~813~~417		$	7,974,650
Accounts receivable, net		21,~~479~~921,~~992~~026			2,232,696
Inventories, net		12,~~763~~005,~~694~~005			1,838,370
Prepaid expenses and other, current		740,841			450,293
Prepaid expenses and other assets, current		329,428			450,293
Total Current Assets		98,~~798~~274,~~340~~876			12,496,009
Prepaid expenses and other		122,925			123,185
Prepaid expenses and other assets, noncurrent		89,219			123,185
Intangible assets, net		~~327~~318,~~982~~699			346,547
Operating lease right-of-use assets		8,~~836~~588,~~771~~165			9,465,427
Property, plant, and equipment, net		2,~~840~~914,~~350~~726			2,493,355
Total Assets	$	2120,~~926~~185,~~368~~685		$	24,924,523
Liabilities, Redeemable Preferred Stock and Stockholders' Deficit
Accounts payable and accrued expenses	$	2,~~522~~326,~~936~~251		$	2,040,862
Short-term debt		21,~~267~~445,~~910~~604			828,492
Deferred revenue		~~140~~76,~~767~~655			-
Warrant liabilities		~~651~~842,~~695~~348			1,495,516
Operating lease liability, current portion		~~540~~545,~~724~~441			669,001
Finance lease liability, current portion		~~619~~612,~~490~~689			667,718
Notes payable - related party, current portion		500,000			500,000
Total Current Liabilities		76,~~243~~348,~~522~~988			6,201,589
Long-term debt		~~334~~279,~~643~~440			440,879
Operating lease liability		5,366,834			5,636,793
Operating lease liability, noncurrent		5,226,180			5,636,793
Finance lease liability		520,899			828,171
Finance lease liability, noncurrent		366,307			828,171
Notes payable - related party		4,000,000			4,000,000
Notes payable - related party, noncurrent		4,000,000			4,000,000
Total Liabilities		1716,~~465~~220,~~898~~915			17,107,432
Commitments and Contingencies
Commitments and Contingencies (Note 9)
Series A convertible preferred stock, $0.0001 par value, 22,000 shares authorized, 22,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024		20,033,555			20,033,555
Convertible Preferred Stock
Series A convertible preferred stock, $0.0001 par value, 22,000 shares authorized, 22,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024		20,033,555			20,033,555
Stockholders' Deficit
Undesignated preferred stock, $0.0001 par value, 9,978,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024		-			-
Undesignated preferred stock, $0.0001 par value, 9,978,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,516,150 and 10,240,478 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		1,052			1,024
Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,576,136 and 10,240,478 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		1,058			1,024
Additional paid-in capital		42,~~231~~381,~~970~~236			41,575,012
Accumulated deficit		(5758,~~806~~451,~~107~~079	)		(53,792,500	)
Total Stockholders' Deficit		(1516,~~573~~068,~~085~~785	)		(12,216,464	)
Total Liabilities, Convertible Preferred Stock and Stockholders' Deficit	$	2120,~~926~~185,~~368~~685		$	24,924,523

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

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GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Product	$	56,~~282~~173,~~449~~905		$	64,~~109~~523,~~732~~620		$	915,~~655~~829,~~353~~258		$	1115,~~199~~723,~~505~~125
Royalties and non-recurring engineering		86114,~~698~~405			~~822~~80			86201,~~698~~103			2,~~298~~378
Total Revenue		56,~~369~~288,~~147~~310			64,~~110~~523,~~554~~700			916,~~742~~030,~~051~~361			1115,~~201~~725,~~803~~503
Direct product costs		12,~~884~~043,~~804~~273			21,~~120~~571,~~281~~182			35,~~587~~630,~~584~~857			35,~~990~~562,~~956~~138
Gross Profit		34,~~484~~245,~~343~~037			32,~~990~~952,~~273~~518			610,~~154~~399,~~467~~504			710,~~210~~163,~~847~~365
Operating Expenses:
Research and development		21,~~169~~970,~~789~~131			2,~~412~~506,~~541~~554			46,~~662~~632,~~716~~847			47,~~664~~170,~~074~~628
Sales and marketing		1,~~483~~532,~~897~~308			1,~~583~~749,~~377~~497			34,~~369~~901,~~362~~670			24,~~936~~685,~~286~~783
General and administrative		1940,~~185,731~~959			1,~~190~~306,~~990~~268			23,~~639~~580,~~291~~250			23,~~645~~951,~~685~~953
Total Operating Expenses		4,~~839~~443,~~417~~398			5,~~186~~562,~~908~~319			1015,~~671~~114,~~369~~767			1015,~~246~~808,~~045~~364
Operating Loss		(1198,~~355,074~~361	)		(12,~~196~~609,~~635~~801	)		(4,~~516~~715,~~902~~263	)		(35,~~035~~644,~~198~~999	)
Interest income		4938,~~156~~001			-63,873			~~114~~152,~~785~~786			-63,873
Interest expense		(~~242~~292,~~289~~197	)		(~~856~~501,~~468~~163	)		(~~453~~745,~~059~~256	)		(23,~~541~~042,~~255~~418	)
Change in fair value of warrant liabilities		1,079,717			-			843,821			-
Loss on debt extinguishment		-			(1,523,221	)		-			(1,523,221	)
Change in fair value of warrant liabilities		(190,653	)		(2,623,608	)		653,168			(2,623,608	)
Change in fair value of derivative liabilities		-			-			-			158,000
Other income (expense)		(21,~~252~~762	)		~~296~~(7,~~512~~645	)		(24,~~252~~014	)		~~289~~281,~~310~~665
Total Other Income (Expenses), net		~~884~~(446,~~332~~611	)		(~~559~~4,~~956~~591,764	)		~~503~~56,~~295~~684			(26,~~093~~685,~~945~~709	)
Net Loss	$	(~~470~~644,~~742~~972	)	$	(17,~~756~~201,~~591~~565	)	$	(4,~~013~~658,~~607~~579	)	$	(512,~~129~~330,~~143~~708	)
Net loss per share - basic and diluted	$	(0.0506	)	$	(0.1771	)	$	(0.3945	)	$	(01.5731	)
Weighted average common shares outstanding - basic and diluted		10,~~381~~539,~~182~~150			10,~~040~~139,~~069~~230			10,~~342~~408,~~255~~608			9,~~014~~392,~~771~~326

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

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GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)

	Common Stock		Additional Paid-In-Capital			Accumulated Deficit			Total Stockholders' Deficit
January 1, 2025	$	1,024	$	41,575,012		$	(53,792,500	)	$	(12,216,464	)
Net loss		-		-			(3,542,865	)		(3,542,865	)
Refund of unused offering cost		-		5,173			-			5,173
Net settled RSUs		-		(3,850	)		-			(3,850	)
Share-based compensation		9		363,902			-			363,911
March 31, 2025	$	1,033	$	41,940,237		$	(57,335,365	)	$	(15,394,095	)
Net loss		-		-			(470,742	)		(470,742	)
Refund of unused offering cost		-		24,829			-			24,829
Net settled RSUs		-		(4,477	)		-			(4,477	)
Share-based compensation		19		271,381			-			271,400
June 30, 2025	$	1,052	$	42,231,970		$	(57,806,107	)	$	(15,573,085	)
Net loss		-		-			(644,972	)		(644,972	)
Net settled RSUs		-		(11,829	)		-			(11,829	)
Share-based compensation		6		161,095			-			161,101
September 30, 2025	$	1,058	$	42,381,236		$	(58,451,079	)	$	(16,068,785	)

	Common Stock		Additional Paid-In-Capital			Accumulated Deficit			Total Stockholders' Deficit
January 1, 2024	$	789	$	36,243,146		$	(43,039,462	)	$	(6,795,527	)
Net loss		-		-			(3,372,552	)		(3,372,552	)
Equity financing, net of issuance costs		202		5,750,870			-			5,751,072
Net settled RSUs		-		(5,872	)		-			(5,872	)
Share-based compensation		4		396,193			-			396,197
March 31, 2024	$	995	$	42,384,337		$	(46,412,014	)	$	(4,026,682	)
Net loss		-		-			(1,756,591	)		(1,756,591	)
Stock options exercised		-		6,000			-			6,000
Equity financing, net of issuance costs		5		62,809			-			62,814
Net settled RSUs		-		(802	)		-			(802	)
Share-based compensation		6		338,030			-			338,036
June 30, 2024	$	1,006	$	42,790,374		$	(48,168,605	)	$	(5,377,225	)
Net loss		-		-			(7,201,565	)		(7,201,565	)
Reclassification of historical warrants		-		(2,759,514	)		-			(2,759,514	)
Net settled RSUs		-		(40,874	)		-			(40,874	)
Share-based compensation		15		510,341			-			510,356
September 30, 2024	$	1,021	$	40,500,327		$	(55,370,170	)	$	(14,868,822	)

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

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GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Six Months Ended June 30,
		Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(4,~~013~~658,~~607~~579	)	$	(512,~~129~~330,~~143~~708	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		~~589~~896,~~803~~699			~~750~~1,~~192~~131,572
Share-based compensation		~~635~~796,~~311~~412			~~734~~1,~~233~~244,589
Non-cash interest expense related to debt financing		-			~~340~~425,~~850~~299
Accretion of notes payables		-			1,~~162~~250,~~803~~499
Inventory allowance		(4125,~~189~~789	)		-
Change in fair value of warrant liabilities		(~~843~~653,~~821~~168	)		-2,623,608
Change in fair value of derivative liabilities		-			(158,000	)
Loss on extinguishment of debt		-			1,523,221
Changes in assets and liabilities:
Accounts receivable		~~(247~~311,~~296~~670	)		~~(64~~256,~~643~~597	)
Inventories		~~115~~(140,~~865~~846	)		(~~129~~382,~~635~~918	)
Prepaid expenses		(20,440	)		297,505
Prepaid expenses and other assets		424,679			415,142
Accounts payable and accrued expenses		~~108~~142,~~814~~775			(792,~~050~~339	)
Operating lease liability		~~230~~343,~~420~~089			~~185~~302,~~297~~674
Deferred revenue		~~140~~76,~~767~~655			-
Net cash used in operating activities		(32,~~345~~486,~~373~~403	)		(23,~~017~~790,~~591~~764	)
Cash flows from investing activities
Purchases of property, plant, and equipment		(~~558~~1,~~993~~173,457	)		(~~111~~302,~~085~~608	)
Purchases of intangible assets		-			(~~360~~371,~~800~~300	)
Net cash used in investing activities		(~~558~~1,~~993~~173,457	)		(~~471~~673,~~885~~908	)
Cash flows from financing activities
Proceeds from notes payable, derivative liabilities and factoring agreement		6,493,843			9,008,815
Proceeds from notes payable and recourse factoring agreement		10,515,508			11,516,739
Principal payments of notes payable and recourse factoring agreement		(59,~~205~~984,~~048~~568	)		(819,~~834~~821,~~934~~023	)
Refund of unused offering cost		30,002			-
Proceeds from exercise of stock options		-			6,000
Proceeds from equity financing, net		-			324,~~019~~616,~~643~~598
Payment of deferred offering costs		-			(30,000	)
Principal payments on finance lease		(510,940	)		(726,519	)
Principal payments on finance lease		(349,547	)		(480,445	)
Repayment of finance agreements		(345,375	)		(630,700	)
Repayment of finance insurance premiums		(225,721	)		(339,536	)
Net cash (used) provided by financing activities		(295,373	)		14,961,095
Net cash provided by financing activities		743,529			2,349,543
Net increase (decrease) in cash		(3,955,233	)		10,496,423
Net decrease in cash		(3,160,837	)		(139,933	)
Cash, beginning of period		7,974,650			781,318
Cash, end of period	$	4,~~813~~019,~~813~~417		$	~~641~~11,~~385~~277,741
Noncash investing and financing transactions:
Reclassification of historical warrants	$	-		$	2,759,514
Modifications of finance leases	$	5,953		$	54
Conversion of debt into equity	$	-		$	2,794,243
Property and equipment additions included in accounts payable	$	~~365~~122,~~193~~718		$	1524,~~699~~200
Financing of insurance premiums and software	$	270,108		$	249,607
Financing of software	$	270,108		$	249,607

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

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND NATURE OF BUSINESS

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

All references in these unaudited interim condensed consolidated financial statements and related Quarterly Report to “Guerrilla RF” refer to: (i) for periods prior to May 30, 2023, Guerrilla RF Operating Corporation; and (ii) for subsequent periods, Guerrilla RF, Inc. Unless otherwise stated or the context otherwise indicates, references to the “Company”, “we”, “our”, “us” or similar terms refer to Guerrilla RF, Inc.

Guerrilla RF designs and manufactures high‐performance Monolithic Microwave Integrated Circuits (MMICs) for the wireless infrastructure market. Guerrilla RF primarily focuses on researching and developing its existing products and building an infrastructure to handle a global distribution network; therefore, it has incurred significant start‐up losses.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Risks and Uncertainties

The Company is subject to several risks associated with companies at a similar stage, including dependence on key individuals, competition from similar products and larger companies, volatility of the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions including the current macro-economic conditions impacting the banking and financial markets.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

The condensed consolidated balance sheet at December 31, 2024 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, 2024 ("2024 Form 10-K"). This report should be read in conjunction with our 2024 Form 10-K that was filed with the SEC on March 27, 2025. 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~~September 30, 2025 and its results of operations, cash flows, and changes in stockholders' deficit for the three and ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024. The results for the three and/or ~~six~~ nine months ended ~~June~~ September 30, 2025 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.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Concentrations of Credit Risk and Major Customers

Financial instruments at ~~June~~September 30, 2025, and December 31, 2024 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). To date, the Company has not experienced any losses on its cash deposits.

The Company’s accounts receivable are derived from revenue earned from customers located inside and outside of the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s aggregate annual revenue. The Company had ~~one~~two major distributor ~~customer~~customers, Richardson RFPD, Inc. ("RFPD") and RFMW, ~~for~~a ~~the~~division ~~six~~of ~~months~~Exponential ~~ended June~~Technology 30Group, ~~2025~~Inc. ~~and~~(“RFMW”) for ~~2024 as well as~~ the three and nine months ended ~~June~~ September 30, 2025. The Company had ~~two~~one major distributor ~~customers~~customer, ~~RFPD~~ ~~and RFMW~~ RFPD for the three and nine months ended ~~June~~September 30, 2024. RFPD, a large product distributor serving numerous end-user customers, accounted for 7264% and 8069% of product shipment revenue for the ~~six~~three and nine months ended ~~June~~September 30, 2025 ~~and 2024~~, respectively. RFPD, accounted for 7273% and 7978% of product shipment revenue for the three and nine months ended ~~June~~ September 30, ~~2025 and~~ 2024, respectively. RFMW, a large product distributor serving numerous end-user customers, accounted for 1115% and 10% of product shipment revenue for the three and nine months ended ~~June~~September 30, ~~2024~~2025, respectively. Accounts receivable from RFPD represented 7445% and 81% of accounts receivable at ~~June~~ September 30, 2025 and December 31, 2024, respectively. Accounts receivable from RFMW represented 19% of accounts receivable at September 30, 2025.

Accounts Receivable

Accounts receivable primarily relate to amounts due from customers, which are typically due within 30 to 45 days. Accounts receivable also include royalty revenue from our one royalty agreement. The Company provides credit to its customers in the ordinary course of business and evaluates the need for a provision to be added to its allowance for expected credit losses. The allowance represents the Company’s best estimate of expected credit losses it may experience in the Company’s accounts receivable portfolio. Management estimates the allowance for expected credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The Company does not require collateral or other security for accounts receivable. To reduce credit risk with accounts receivable, the Company performs ongoing evaluations of its customers’ financial condition. The Company establishes an allowance for expected credit losses and other customer claims. Historically, such losses have been immaterial and within management's expectations; therefore, the Company does not currently have an allowance for expected credit losses.

The Company has a loan facility (the 'Spectrum Loan Facility') with a specialty lender, Spectrum Commercial Services Company, L.L.C ('Spectrum'). The Spectrum Loan Facility provides for advance payments up to $3.75 million, calculated, in part, based on the value of eligible accounts receivable assigned to Spectrum as security for advances under the Spectrum Loan Facility. As of ~~June~~September 30, 2025, there were $1.91 million of advances outstanding under the Spectrum Loan Facility. At ~~June~~September 30, 2025, $4653 thousand of excess collateral was due from Spectrum, which is included in accounts receivable on the unaudited interim condensed consolidated balance sheets. See Note 5 for additional discussion on the Spectrum Loan Facility.

Revenue Recognition

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

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the three and ~~six~~ nine months ended ~~June~~ September 30, 2025 and 2024, the Company had $200 thousand and $0, respectively, of revenue from contracts with customers to be recognized over time as the services are delivered to the customer. Certain nonrecurring engineering service revenues are recognized over time as the services are delivered to the customer. As of ~~June~~September 30, 2025 and December 31, 2024 the Company had $~~141~~77 thousand and $0, respectively, of contractual liabilities where performance obligations have not yet been satisfied. During the three and ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

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

Share-Based Compensation

The Company measures and recognizes compensation expense for all stock options, shares of stock, and restricted stock units ("RSU") awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards. The Company estimates the fair value of RSUs awarded based upon the known fair market value of the underlying shares on the grant date. The Company recognizes compensation expense on a straight-line basis over the applicable vesting period. In addition, the Company accounts for forfeitures of awards as they occur.

Estimating the fair market value of options requires the input of subjective assumptions, including the expected life of the options, stock price volatility, the risk-free interest rate, and expected dividends. Therefore, the assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates.

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.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following potentially dilutive securities have been excluded from the computation of ~~basic~~ diluted shares for the three and nine months ended ~~June~~September 30, 2025 and 2024 (unaudited), as they would be anti-dilutive:

		Three Months Ended June 30,
		Three and Nine Months Ended September 30,
	2025		2024
Series A convertible preferred stock		7,213,115		-7,213,115
Common stock warrants		5,780,955		25,~~895~~780,~~709~~955
Restricted stock units		~~252~~168,~~610~~537		~~588~~575,~~746~~404
Stock options		~~306~~277,~~211~~216		~~576~~389,~~298~~207
		13,552,891		4,060,753
		13,439,823		13,958,681

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 10,000,000 shares of preferred stock authorized for issuance, of which, 22,000 shares have been designated as “Series A convertible preferred stock”, par value $0.0001 per share, which have a stated value of $1,000 per share and are initially convertible into 7,213,115 shares of the Company’s common stock. Holders of the Series A convertible preferred stock are entitled to vote on an as-converted basis with the Company’s common stockholders. The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity.

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the FASB ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company primarily uses the Black-Scholes option pricing model and Monte Carlo simulations to estimate the fair value of its warrants including those issued in connection with preferred stock. The Black-Scholes option pricing model and Monte Carlo simulations include subjective input assumptions that can materially affect the fair value estimates.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities;

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, short-term debt, and accounts payable approximate fair values due to the short-term nature of these instruments.

See Note 8 – Derivative Liabilities and Warrant Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Liquidity and Going Concern

The Company has incurred substantial negative cash flows from operations in nearly every fiscal period since inception. For the ~~six~~nine months ended ~~June~~ September 30, 2025, the Company incurred a net loss of $4.07 million and used $32.35 million in cash to fund operations. As a result, the Company had an accumulated deficit of $5758.85 million as of ~~June~~ September 30, 2025. The Company's cash and working capital as of ~~June~~ September 30, 2025 was $4.8 0 million and $21.69 million, respectively. During the ~~six~~ nine months ended ~~June~~ September 30, 2025, the Company implemented significant cost reduction measures focused on organizational efficiency. These actions are expected to meaningfully improve both the Company's cash position and profit margin going forward. The Company plans to continue to invest in the implementation of its long-term strategic plan and anticipates that it will reduce cash burn from historical levels so that cash reserves will provide the necessary working capital to conclude the Company is a going concern.

Our primary source of liquidity has been from cash raised from private placements and debt financing. We also have a loan facility for up to $3.75 million with a specialty lender (referred to as the Spectrum Loan Facility, described in Note 5 to our unaudited interim condensed consolidated financial statements). As of ~~June~~ September 30, 2025, we had drawn down $1.91 million under the Spectrum Loan Facility. As a result of a combination of our recent cost reduction measures, our cash and the additional availability under the Spectrum Loan Facility, the Company believes that its existing cash and cash equivalents will provide sufficient resources to support operations and cover existing contractual obligations and other obligations that may arise through the next 12 months.

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. The Company is currently evaluating the impact of adopting this guidance on its consolidated and condensed financial statements and disclosures included within notes to consolidated and condensed financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures

The Company has reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on its unaudited interim condensed consolidated financial statements.

Tax Law Change

On July ~~4th~~4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its unaudited interim condensed consolidated financial statements. The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be ~~reflected~~evaluated. inNo ~~the~~material ~~period~~impact ~~of enactment and in future periods as additional guidance~~ is ~~issued~~expected ~~and~~given the Company's ~~completes~~historical ~~its~~net ~~analysis~~operating losses.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. INVENTORIES

Inventories are summarized as follows:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	(unaudited)
Raw materials	$	~~594~~851,~~750~~554		$	740,543
Work-in-process		~~216~~233,~~641~~888			153,004
Finished goods		1,~~135~~118,~~688~~348			1,169,397
Inventory allowance		(~~183~~198,~~385~~785	)		(224,574	)
Inventories, net	$	12,~~763~~005,~~694~~005		$	1,838,370

4. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	(unaudited)
Production assets	$	2,~~801~~948,~~731~~873		$	2,276,386
Computer equipment and software		993,092			993,092
Lab equipment		3,~~637~~585,~~305~~835			3,498,894
Office furniture and fixtures		1,463,130			1,299,856
Leasehold improvements		171,257			171,257
Construction in progress		91367,~~201~~519			-
		9,157,716			8,239,485
		9,529,706			8,239,485
Less accumulated depreciation		(6,~~317~~614,~~366~~980	)		(5,746,130	)
	$	2,~~840~~914,~~350~~726		$	2,493,355

Depreciation and amortization expense was $~~589~~896,~~803~~699 and $~~750~~1,~~192~~131,572 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. Depreciation and amortization expense was $~~286~~306,~~575~~896 and $~~383~~381,~~911~~380 for the three months ended ~~June~~September 30, 2025 and 2024, respectively.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. DEBT

Spectrum Loan Facility

On June 1, 2022 (the "Spectrum Effective Date"), the Company entered into the Spectrum Loan Facility with Spectrum. Pursuant to the terms of the Assignment of Accounts and Security Agreement (the “AR Agreement”), Spectrum agreed to advance funds equal to approximately 85% of eligible accounts receivable that are collected by Spectrum under a “lock box” arrangement. On February 20, 2024, Spectrum increased the maximum amount that may be advanced under the AR Agreement from $3.0 million to $3.75 million less any amounts loaned under the Credit Agreement. In addition, the annual facility fee was increased to $37,500.

Under the terms of the General Credit and Security Agreement (the "Credit Agreement"), the Company could borrow monies to purchase eligible equipment in an amount equal to the lesser of (i) 75% of the cost of such eligible equipment and (ii) $500,000; provided that this maximum eligibility would automatically be reduced by 1/48 ^th each month during the term of the facility. The Credit Agreement also allowed for additional borrowing in an amount equal to the lesser of (i) 50% of the net amount of eligible inventory (as defined in the Credit Agreement), (ii) $350,000, and (iii) 50% of the purchased accounts receivable outstanding under the related AR Agreement.

The initial term of the Spectrum Loan Facility was 24 months from the Spectrum Effective Date. The term of the facility automatically renews for an additional two-year period unless either party provides at least 60 days’ notice prior to the expiration date. The term automatically renewed on June 1, 2024. 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.

In addition to annual facility fees of $37,500 and other quarterly and transaction fees payable to Spectrum, interest accrues on amounts owed under the Spectrum Loan Facility at the prime rate as quoted by the Wall Street Journal plus 3.5%, but in no event lower than 7.0%.

The Spectrum Loan Facility contains various covenants and restrictions on the Company's financial and business operations including restrictions on the purchase or redemption of any Company shares and the declaration or payment of any dividends on the Company's stock. As of ~~June~~ September 30, 2025, the Company was in compliance with these covenants and restrictions.

The Company has borrowed $1.91 million under the Spectrum Loan Facility as of ~~June~~ September 30, 2025. The Company includes the interest expense of the Spectrum Loan Facility ($56111 thousand) as part of its interest expense on its unaudited interim condensed consolidated statements of operations, and the total amount of $1.91 million borrowed under the Spectrum Loan Facility is included as short-term debt on the consolidated balance sheet as of ~~June~~September 30, 2025.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Salem Loan Facility

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 August 2, 2024. As of ~~June~~September 30, 2025, the principal balance owed under the Salem Loan Facility, is $4.5 million. It accrues interest at a rate of 12% per annum, payable monthly. The principal under the Salem Loan Facility is payable as follows: (i) $0.5 million on or before December 31, 2025, (ii) $1.0 million on or before December 31, 2026, and (iii) $1.5 million on or before each of December 31, 2027 and 2028. As of ~~June~~ September 30, 2025, the carrying value of the amount financed under the Salem Loan Facility approximates its fair value as the interest rate is equal to the Company's market rate for equivalent financing terms.

Summary

As of ~~June~~ September 30, 2025, debt is expected to mature as follows:

2025	$	21,~~590~~712,~~144~~636
2026		1,286,435
2027		1,686,449
2028		1,539,525
2029		-
	$	76,~~102~~225,~~553~~045

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. COMMON STOCK AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001 as of ~~June~~ September 30, 2025 and 2024. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may apply to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that the Company’s Board of Directors may declare out of funds legally available for that purpose on a non-cumulative basis. No dividends had been declared through ~~June~~September 30, 2025.

See Note 5 – Debt – Salem Loan Facility for details regarding common stock issued in connection with debt.

See Note 7 – Share-Based Compensation - Restricted Stock Unit ("RSU") Awards for details regarding RSU grants.

Common Stock Warrants

On March 28, 2024, the Company completed the initial closing of a private placement (the "2024 Private Placement") as it entered into a Unit Purchase Agreement with investors pursuant to which the Company sold 2,015,293 units (the “2024 Units”), each 2024 Unit consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock. The 2024 Units sold in the 2024 Private Placement included warrants to purchase a total of 2,071,293 shares of common stock, which warrants were issued upon the final closing of the 2024 Private Placement. Each warrant is exercisable for a period of five years beginning six months following the final closing of the 2024 Private Placement. On August 5, 2024, the Company completed a private placement (the “North Run Private Placement”), which included the issuance of warrants to purchase an aggregate of 2,885,246 shares of common stock at an exercise price of $3.05 per share. Each warrant is exercisable for a period of five and a half years beginning on the closing date of the North Run Private Placement and were determined to be classified as liabilities as of the date of issuance and as of September 30, 2025. As of September 30, 2025, the total amount of outstanding common stock warrants is 5,780,955. See Note 8 – Fair Value Measurement – Warrant Liabilities for additional details regarding the Company’s outstanding warrants.

A summary of the warrant activity during the ~~six~~ nine months ended ~~June~~September 30, 2025 is presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Intrinsic Value
Outstanding, January 1, 2025		5,780,955	$	4.00
Issued		-		-
Exercised		-		-
Expired		-		-
Canceled		-		-
Outstanding, June 30, 2025		5,780,955	$	4.00		4.3	$	-
Outstanding, September 30, 2025		5,780,955	$	4.00		4.0	$	-
Exercisable, June 30, 2025		5,780,955	$	4.00		4.3	$	-
Exercisable, September 30, 2025		5,780,955	$	4.00		4.0	$	-

The following table presents information related to stock warrants at ~~June~~ September 30, 2025:

Warrants Outstanding				Warrants Exercisable
Exercise Price		Outstanding Number of Warrants		Weighted Average Remaining Life in Years		Exercisable Number of Warrants
$	2.50		2,071,293		4.20		2,071,293
$	3.05		2,885,246		4.64		2,885,246
$	7.80		177,490		3.2.9		177,490
$	12.00		646,926		32.08		646,926
			5,780,955		4.30		5,780,955

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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 22,000 issued and outstanding shares of preferred stock as of ~~June~~September 30, 2025 and December 31, 2024.

On August 5, 2024, the Company completed the North Run Private Placement, selling (i) an aggregate of 22,000 shares of Series A convertible preferred stock (the “Preferred Shares”), which are initially convertible into 7,213,115 shares (the “Conversion Shares”) of the Company’s common stock, and (ii) warrants to purchase an aggregate of 2,885,246 shares of common stock at an exercise price of $3.05 per share (the 'North Run Warrants') for an aggregate gross purchase price of $22.0 million. The securities were sold to NR-PRL Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “Buyer”) pursuant to a Securities Purchase Agreement entered into by the Company and the Buyer on August 2, 2024 (the “Purchase Agreement”). The net proceeds from the North Run Private Placement was approximately $21.6 million after transaction expenses.

For so long as the Buyer of the Preferred Shares beneficially owns at least 20% of the Conversion Shares underlying the Preferred Shares issued pursuant to the Purchase Agreement (the “Buyer Ownership Condition”), the Company may not, without the consent of Buyer, create, authorize, or issue shares of capital stock that are senior or pari passu to the Preferred Shares; incur aggregate indebtedness for borrowed money (subject to certain exceptions) in excess of $10.0 million; change its line of business; or amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or bylaws in a manner that adversely affects the special rights, powers and preferences of the Preferred Shares. In addition, the Purchase Agreement provides that, for so long as the Buyer Ownership Condition is satisfied, the Company may not, without the consent of Buyer, issue more than 10% of its outstanding shares of common stock as of August 2, 2024 (subject to exceptions for stock plans and acquisitions) or within 120 days of the closing of the offering issue any equity securities (subject to exceptions for stock plans and acquisitions).

The Purchase Agreement required that the Board of Directors of the Company increase the size of the Board from eight to ten directors and appoint each of Thomas B. Ellis and Todd B. Hammer (the “Board Designees”) to the Board effective immediately following the closing of the offering. The Purchase Agreement further provides that, at any stockholders’ meeting at which directors are to be elected and for so long as the Buyer satisfies the Buyer Ownership Condition, the Board will nominate and recommend the reelection of any Board Designees whose terms of office expire at such stockholder meeting.

Under the Purchase Agreement, the Company has agreed that for so long as the Buyer Ownership Condition is satisfied, the Buyer will have a right to participate on a pro rata basis in equity financings or issuances of securities convertible, exercisable, or exchangeable into equity securities of the Company or any subsidiaries (including debt securities with an equity component), subject to certain exceptions.

The Series A convertible preferred stock is subject to automatic redemption for cash upon a “Fundamental Transaction” by the Company, which includes a merger, sale of all or substantially all the assets of the Company, recapitalization, or the sale of more than 50% of the voting stock of the Company which results in the Series A convertible preferred stock being classified as temporary equity. In such event, the redemption price would be equal to the greater of the stated value of the Series A convertible preferred stock or the consideration per share of common stock in the Fundamental Transaction (or in the absence of such consideration, the volume-weighted average price of the Company’s common stock immediately preceding the closing of the Fundamental Transaction). Additionally, after analyzing the cashless exercise provision within the North Run Warrants, the Company has determined that the North Run Warrants are classified as liabilities to be carried at fair value (See Note 8 – Fair Value Measurement – Warrant Liabilities for additional details). As a result, the Company allocated the gross proceeds and offering costs to the Preferred Shares and the North Run Warrants on a fair value basis. As a result, the Company recorded approximately $20.4 million of gross proceeds, which was partially offset by $403 thousand of offering costs, with a credit to temporary equity to account for the Preferred Shares. Additionally, the Company initially recorded a warrant liability of approximately $1.6 million to account for the North Run Warrants, and expensed approximately $31 thousand of offering costs which were allocated to the North Run Warrants. The Company has not made any adjustments to the carrying value of the Series A convertible preferred stock to reflect the redemption value of the shares upon a change of control because the Company has determined that a change of control event is not probable of occurring.

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(Unaudited)

7. SHARE-BASED COMPENSATION

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

In 2021, the Board adopted the Equity Incentive Plan (the “2021 Plan”), which authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, cash awards, and stock bonus awards. The Company initially reserved 37,166 shares of common stock, plus any reserved shares not issued or subject to outstanding grants under the 2014 Plan on the effective date of the 2021 Plan, for issuance pursuant to awards granted under the 2021 Plan. Initially, the number of shares reserved for issuance under the 2021 Plan increased automatically on January 1 each year by the number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately preceding December 31, or a number as may be determined by our Board. At the 2025 annual meeting of stockholders, the Company's stockholders approved the First Amendment to the 2021 Plan which canceled the “evergreen” provision and authorized an additional 1.5 million shares for issuance pursuant to the award of stock options.

The general purpose of the 2014 Plan and the 2021 Plan is to allow the Company to attract and motivate key employees and directors to align their interests with those of the Company’s shareholders.

Stock Option Awards

The value of stock options is recognized as compensation expense by the straight-line method over the vesting period. Unrecognized compensation costs related to non‐vested options at ~~June~~ September 30, 2025 amounted to $9554,~~060~~425, which are expected to be recognized over a weighted average term of 0.8865 years.

Stock option activity by share is summarized as follows for the ~~six~~nine months ended ~~June~~September 30, 2025:

	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, 2025		348,467		$	4.55		3.59
Granted		-			-
Exercised		-			-
Expired		(3965,~~372~~449	)		3.5709
Cancelled/forfeited		(25,~~884~~802	)		10.5217
Shares underlying outstanding awards at June 30, 2025		306,211		$	4.61		4.43		-
Shares underlying outstanding awards at September 30, 2025		277,216		$	4.77		4.21		-
Exercisable options at June 30, 2025		283,117		$	4.00		4.22		-
Exercisable options at September 30, 2025		259,313		$	4.29		4.03		-

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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 dates. Unrecognized compensation costs related to non‐vested RSUs at ~~June~~September 30, 2025 amounted to $~~663~~470,~~977~~322, which are expected to be recognized over a weighted average term of 10.1191 years.

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, 2025
	Nine Months Ended September 30, 2025
	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2025		575,042		$	5.44
Granted		-			-
Vested		(88,638	)		7.29
Cancelled/forfeited		(32,477	)		3.86
Outstanding at March 31, 2025		453,927		$	3.54
Granted		-			-
Vested		(192,006	)		2.50
Cancelled/forfeited		(9,311	)		4.13
Outstanding at June 30, 2025		252,610		$	4.31
Granted		-			-
Vested		(70,461	)		4.27
Cancelled/forfeited		(13,612	)		4.16
Outstanding at September 30, 2025		168,537		$	4.35

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 ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Direct product costs

2522,~~601~~983

2429,~~982~~666

5275,~~648~~631

4979,~~964~~630

Research and development

8675,~~632~~747

~~126~~147,~~329~~434

~~170~~245,~~034~~781

~~252~~400,~~673~~107

Sales and marketing

4245,~~722~~418

65153,~~677~~040

90135,~~184~~602

~~131~~284,~~369~~409

General and administrative

~~116~~16,~~445~~953

~~121~~180,~~048~~216

~~322~~339,~~445~~398

~~300~~480,~~227~~443

~~271~~161,~~400~~101

~~338~~510,~~036~~356

~~635~~796,~~311~~412

~~734~~1,~~233~~244,589

No income tax benefits have been recognized in the unaudited interim condensed consolidated statements of operations for share-based compensation arrangements, and no share-based compensation costs have been capitalized as property and equipment through ~~June~~September 30, 2025.

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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 reclassify warrants to purchase an aggregate 2,895,709 shares of common stock (the “Historical Warrants”) as Level 3 warrant liabilities and carried at fair value using a Black-Scholes call option model pursuant to the analysis of a certain tender offer provision (the “Tender Offer Provision”) within the Historical Warrants wherein, in the event of a cash tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s common shares, all holders of the warrants would be entitled to receive cash for their warrants.

The following table summarizes the Black-Scholes assumptions used during the three and ~~six~~ nine months ended ~~June~~September 30, 2025:

	For the Three Months Ended June 30, 2025		For the Six Months Ended June 30, 2025
	For the Three Months Ended September 30, 2025		For the Nine Months Ended September 30, 2025
Risk free interest rate		3.7260% - 3.9668%		3.7260% - 3.96%
Expected term (years)		1.8257 - 4.635		1.8257 - 4.985
Expected volatility		42.8615% - 4749.5062%		40.56% - 4749.5062%
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, 2025	$	1,495,516
Change in fair value of warrant liabilities		(~~843~~653,~~821~~168	)
Ending balance on June 30, 2025	$	651,695
Ending balance on September 30, 2025	$	842,348

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

The Company has entered into leases primarily for real estate and equipment used in research and development. Operating lease expense is recognized in continuing operations by amortizing the amount recorded as an asset on a straight-line basis over the lease term. Financing lease expense is comprised of both interest expense, which will be recognized using the effective interest method, and amortization of the right-of-use assets. These expenses are presented consistently with other interest expense and amortization or depreciation of similar assets. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

Balance sheet information related to right-of-use assets and liabilities is as follows:

	Balance Sheet Location	~~June~~September 30, 2025		December 31, 2024
Operating Leases:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	8,~~836~~588,~~771~~165	$	9,465,427
Current portion of operating lease liabilities	Operating lease, current portion		~~540~~545,~~724~~441		669,001
Noncurrent portion of operating lease liabilities	Operating lease		5,~~366~~226,~~834~~180		5,636,793
Total operating lease liabilities		$	5,~~907~~771,~~558~~621	$	6,305,794
Finance Leases:
Finance lease right-of-use assets	Property, plant, and equipment	$	1874,~~026,320~~296	$	1,374,503
Current portion of finance lease liabilities	Finance lease, current portion		~~619~~612,~~490~~689		667,718
Noncurrent portion of finance lease liabilities	Finance lease		~~520~~366,~~899~~307		828,171
Total finance lease liabilities		$	1978,~~140,389~~996	$	1,495,889

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,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025

2024

2025

2024

Operating lease cost

~~475~~408,~~403~~911

~~472~~465,~~661~~238

~~958~~1,~~280~~367,191

~~949~~1,~~552~~414,790

Finance lease cost:

Amortization of lease assets

~~153~~152,~~684~~023

265,~~970~~971

~~342~~494,~~230~~253

~~531~~797,~~939~~910

Interest on lease liabilities

2522,~~512~~439

4137,~~705~~905

5376,~~899~~338

87125,~~514~~419

Total finance lease costs

~~179~~174,~~196~~462

~~307~~303,~~675~~876

~~396~~570,~~129~~591

~~619~~923,~~453~~329

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other supplemental information related to leases is summarized as follows:

	June 30, 2025
	September 30, 2025
Weighted average remaining lease term (in years):
Operating leases		7.6240
Finance leases		1.9778
Weighted average discount rate:
Operating leases		11.01	%
Finance leases		8.3744	%
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2025:
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2025:
Operating cash flows from operating leases	$	~~727~~1,~~857~~024,099
Operating cash flows from finance leases	$	5375,~~445~~748
Financing cash flows from finance leases	$	~~349~~510,~~547~~940

The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of ~~June~~September 30, 2025 :

	Payments Due by Period
	2025(1)		2026		2027		2028		2029		Thereafter		Total
Operating leases	$	~~587~~291,~~505~~262	$	1,117,942	$	1,076,140	$	1,096,206	$	1,116,675	$	3,773,474	$	8,~~767~~471,~~942~~699
Less present value adjustment		~~316~~156,~~740~~434		583,434		524,555		460,933		384,684		590,038		2,~~860~~700,~~384~~078
Operating lease liabilities	$	~~270~~134,~~765~~828	$	534,508	$	551,585	$	635,273	$	731,991	$	3,183,436	$	5,~~907~~771,~~558~~621
Finance leases	$	~~357~~173,~~214~~382	$	661,710	$	158,786	$	51,589	$	13,856	$	-	$	1,~~243~~059,~~155~~323
Less interest		4119,~~694~~255		45,339		11,529		4,024		180		-		~~102~~80,~~766~~327
Finance lease liabilities	$	~~315~~154,~~520~~127	$	616,371	$	147,257	$	47,565	$	13,676	$	-	$	1978,~~140,389~~996

(1) Amounts are for the remaining ~~six~~three months ending December 31, 2025.

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GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Legal

In the ordinary course of business, the Company may become involved in legal disputes. In the opinion of management, any potential liabilities resulting from any disputes would not have a material adverse effect on the Company’s unaudited interim condensed consolidated financial statements. As a result, no liability related to any such disputes has been recorded at ~~June~~September 30, 2025, or December 31, 2024.

Indemnification Agreements

From time to time, in the ordinary course of business, the Company may indemnify other parties when it enters into contractual relationships, including members of the Board of Directors, employees, customers, lessors, lenders, and parties to other transactions with the Company. In addition, the Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances likely to be involved in each particular claim and indemnification provision. Management believes any liability arising from these agreements will not be material to the unaudited interim condensed consolidated financial statements. As a result, no liability for these agreements has been recorded at ~~June~~September 30, 2025, or December 31, 2024.

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 one 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~~nine months ended ~~June~~ September 30, 2025 and 2024:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025 (unaudited)

2024 (unaudited)

2025 (unaudited)

2024 (unaudited)

Revenue

56,~~369~~288,~~147~~310

64,~~110~~523,~~554~~700

916,~~742~~030,~~051~~361

1115,~~201~~725,~~803~~503

Less:

Direct materials

1,~~321~~467,~~413~~677

1,~~562~~033,~~277~~226

23,~~501~~968,~~065~~744

23,~~869~~903,~~934~~162

Other direct product costs (a)

~~563~~575,~~391~~596

~~558~~537,~~004~~956

1,~~086~~662,~~519~~113

1,~~121~~658,~~022~~976

Gross Profit

34,~~484~~245,~~343~~037

32,~~990~~952,~~273~~518

610,~~154~~399,~~467~~504

710,~~210~~163,~~847~~365

Operating Expenses:

Research and development

21,~~169~~970,~~789~~131

2,~~412~~506,~~541~~554

46,~~662~~632,~~716~~847

47,~~664~~170,~~074~~628

Sales and marketing

1,~~483~~532,~~897~~308

1,~~583~~749,~~377~~497

34,~~369~~901,~~362~~670

24,~~936~~685,~~286~~783

General and administrative

1940,~~185,731~~959

1,~~190~~306,~~990~~268

23,~~639~~580,~~291~~250

23,~~645~~951,~~685~~953

Total Operating Expenses

4,~~839~~443,~~417~~398

5,~~186~~562,~~908~~319

1015,~~671~~114,~~369~~767

1015,~~246~~808,~~045~~364

Segment Operating Loss

(1198,~~355,074~~361

)

(12,~~196~~609,~~635~~801

)

(4,~~516~~715,~~902~~263

)

(35,~~035~~644,~~198~~999

)

Total Other Expense, net

~~884~~(446,~~332~~611

)

(~~559~~4,~~956~~591,764

)

~~503~~56,~~295~~684

(26,~~093~~685,~~945~~709

)

Net Loss

(~~470~~644,~~742~~972

)

(17,~~756~~201,~~591~~565

)

(4,~~013~~658,~~607~~579

)

(512,~~129~~330,~~143~~708

)

(a)	Includes shipping costs, intangible amortization and overhead.

11. RELATED PARTY TRANSACTIONS

As of ~~June~~September 30, 2025 and December 31, 2024, Salem is identified as a related party as a result of having in excess of a 10% beneficial ownership interest in the Company’s common stock. See Note 5 – Debt – for additional details regarding the Salem Loan Facility.

12. EMPLOYEE BENEFIT PLAN

The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Code. The Company’s contributions to the plan are at the discretion of executive management with board of directors advisement. Under the 401(k) plan, the Company may contribute up to four percent (4%) of eligible employee salaries. The Company made $7370,~~775~~805 and $9883,~~311~~589 of contributions to the plan in the three months ended ~~June~~September 30, 2025 and 2024, respectively. The Company made $~~157~~227,~~099~~ 904 and $~~180~~264,~~932~~521 of contributions to the plan in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

13. SUBSEQUENT EVENTS

None.

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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, 2024 as filed with the SEC on March 27, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the exhibits hereto and the information incorporated by reference herein, sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to risks and uncertainties. Information regarding activities, events, and developments that we expect or anticipate will or may occur in the future, including, but not limited to, information relating to our future growth and profitability targets and strategies designed to increase total shareholder value, are forward-looking statements based on management’s estimates, assumptions and projections. Forward-looking statements also include, but are not limited to, statements regarding our future economic and financial condition and results of operations, the plans and objectives of management and our assumptions regarding our performance and such plans and objectives, as well as the amount and timing of other uses of cash flows. Forward-looking statements generally can be identified through the use of words such as “guidance,” "believe,” “could,” “potential,” “continue,” “outlook,” “project,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” and other similar expressions that do not relate solely to historical matters. Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by forward-looking statements.

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

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

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

● we may not be able to generate sufficient cash to service all of our debt or meet our operating needs;

● we may not be able to achieve profitability or raise sufficient equity capital to support our operating needs and fund our strategic plans;

● 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;

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● 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;

● our inability to remediate the material weakness identified in internal controls over financial reporting relating to certain control processes;

● 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.

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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~~THIRD QUARTER FISCAL 2025 FINANCIAL HIGHLIGHTS

●~~Total~~ ~~revenue~~Revenue for the ~~second~~ third quarter of fiscal 2025 ~~decreased 12~~increased 39% as compared to the ~~second~~third quarter of fiscal 2024, from $4.5 ~~This~~million isto $6.3 million. In ~~primarily~~the ~~due~~third toquarter of 2025, our automotive and catalog categories grew at 130% and 50% respectively, more than offsetting a 62% decrease in our wireless infrastructure ~~product~~category ~~(down 82%)~~ compared to the prior year period when the Company experienced a significant increase in its wireless infrastructure ~~business~~ category due to a key design ramp with a new customer. ~~In the second quarter of 2025, our automotive and catalog categories grew at 40% and 6% respectively, partially offsetting the decrease in wireless infrastructure revenue.~~

● Gross profit for the ~~second~~ third quarter of fiscal 2025 was 6467.95% of revenues as compared to 65.3% for the ~~second~~ third quarter of fiscal 2024. The Company's contribution margin of 7576.47% ~~increased~~decreased from 7477.42% in the ~~second~~third quarter of fiscal 2024, ~~because~~as of a direct ~~recognition~~result of ~~non-recurring~~a ~~engineering~~larger ~~opportunity~~mix ~~which~~shift ~~carried~~into noour ~~cost~~automotive category. Over these same periods, overhead spending ~~increased~~was ~~slightly~~relatively inflat ~~absolute terms (less than $0.1 million),~~ and as a percentage of sales it ~~increased~~decreased from 911.19% in the ~~second~~third quarter of 2024 to 109.52% in the ~~second~~third quarter of 2025, a direct result of the ~~reduction~~increase in revenue.

● Operating loss was $10.4 2 million for the ~~second~~third quarter of 2025, as compared to $1.2 .6 million for the ~~second~~third quarter of 2024. This ~~increase~~decrease in operating loss was primarily due to ~~the~~an increase in revenue and a reduction in ~~revenue.~~operating expenses. Operating expenses decreased 720.0% primarily due to reductions in ~~equipment~~employee expenses and ~~employee~~other ~~expenses~~accompanying fixed costs associated with our ongoing cost reduction measures. Operating expenses decreased in absolute terms by $01.4 2 million from $5.26 million for the three months ended ~~June~~September 30, 2024, to $4.84 million for the three months ended ~~June~~September 30, 2025. AsFrom a ~~percentage~~rate ~~of revenue~~perspective, operating expenses ~~increased~~decreased as a percentage of revenues (9071% in the ~~second~~third quarter of 2025 vs. 85123% in the ~~second~~third quarter of 2024) as a direct result of ~~reduced~~the increased revenue and ~~certain~~reduced ~~fixed~~ operating expenses. R&D costs decreased 1021% when compared to the prior year period. Sales and marketing decreased 612%, while ~~Administrative~~administrative costs ~~were~~decreased ~~unchanged~~28% over the same period.

● ~~Net loss~~ ~~per~~The ~~share~~Company ~~was~~generated ~~$0.05 and~~positive operating cash flow of $0.~~17 for~~8 million in the ~~second~~ third quarter, compared to average negative operating cash flow of ~~fiscal~~$1.7 million in the first two quarters of 2025 ~~and~~. ~~2024~~Net cash used in operating activities declined to $2.5 million for the nine months ended September 30, ~~respectively~~2025, from $3.3 ~~This~~million ~~improvement~~for ~~was~~the ~~primarily~~six ~~due~~months toended aJune ~~change~~30, in2025, ~~fair~~reflecting ~~value~~the Company’s first quarter of ~~warrant~~positive ~~liabilities~~operating cash generation.

● Net loss per share was $0.06 and $0.71 for the third quarter of fiscal 2025 and 2024, respectively.

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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,
	Nine Months Ended September 30,
	2025 (unaudited)		2024 (unaudited)
Key Metrics
Number of products released		18		1423
Number of total products		181		~~145~~154
Number of products with lifetime revenue exceeding $100 thousand		7880		7073
Product backlog (in millions)	$	6.6	$	5.04

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.

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

Operating Expenses

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

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

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

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

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,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues	$	56,~~369~~288,~~147~~310		$	64,~~110~~523,~~554~~700		$	916,~~742~~030,~~051~~361		$	1115,~~201~~725,~~803~~503
Direct product costs		12,~~884~~043,~~804~~273			21,~~120~~571,~~281~~182			35,~~587~~630,~~584~~857			35,~~990~~562,~~956~~138
Gross profit		34,~~484~~245,~~343~~037			32,~~990~~952,~~273~~518			610,~~154~~399,~~467~~504			710,~~210~~163,~~847~~365
Operating expenses:
Research and development		21,~~169~~970,~~789~~131			2,~~412~~506,~~541~~554			46,~~662~~632,~~716~~847			47,~~664~~170,~~074~~628
Sales and marketing		1,~~483~~532,~~897~~308			1,~~583~~749,~~377~~497			34,~~369~~901,~~362~~670			24,~~936~~685,~~286~~783
General and administrative		1940,~~185,731~~959			1,~~190~~306,~~990~~268			23,~~639~~580,~~291~~250			23,~~645~~951,~~685~~953
Total operating expenses		4,~~839~~443,~~417~~398			5,~~186~~562,~~908~~319			1015,~~671~~114,~~369~~767			1015,~~246~~808,~~045~~364
Operating loss		(1198,~~355,074~~361	)		(12,~~196~~609,~~635~~801	)		(4,~~516~~715,~~902~~263	)		(35,~~035~~644,~~198~~999	)
Other income (expenses):
Interest income		4938,~~156~~001			—63,873			~~114~~152,~~785~~786			—63,873
Interest expense		(~~242~~292,~~289~~197	)		(~~856~~501,~~468~~163	)		(~~453~~745,~~059~~256	)		(23,~~541~~042,~~255~~418	)
Change in fair value of warrant liabilities		1,079,717			—			843,821			—
Loss on debt extinguishment		—			(1,523,221	)		—			(1,523,221	)
Change in fair value of warrant liabilities		(190,653	)		(2,623,608	)		653,168			(2,623,608	)
Change in fair value of derivative liabilities		—			—			—			158,000
Other income (expenses)		(21,~~252~~762	)		~~296~~(7,~~512~~645	)		(24,~~252~~014	)		~~289~~281,~~310~~665
Total other income (expenses), net		~~884~~(446,~~332~~611	)		(~~559~~4,~~956~~591,764	)		~~503~~56,~~295~~684			(26,~~093~~685,~~945~~709	)
Net loss	$	(~~470~~644,~~742~~972	)	$	(17,~~756~~201,~~591~~565	)	$	(4,~~013~~658,~~607~~579	)	$	(512,~~129~~330,~~143~~708	)

Comparison of the three months ended ~~June~~September 30, 2025 and 2024 (unaudited):

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		$ Change			% Change
Revenues	$	56,~~369~~288,~~147~~310	$	64,~~110~~523,~~554~~700		~~(741~~1,~~407~~764,610	)		~~(12~~39	)%

Revenues ~~decreased~~increased $01.78 million to $56.43 million for the three months ended ~~June~~September 30, 2025, compared to $64.15 million for the three months ended ~~June~~September 30, 2024. The ~~decrease~~revenue inincrease ~~revenues~~ was attributable to agrowth ~~$1.7~~in ~~million~~our ~~decrease~~automotive incategory ~~wireless~~of ~~infrastructure~~$1.4 ~~product~~million, ~~shipments~~or ~~compared~~130%, to ~~the same period last year~~$2.4 Amillion, ~~product~~and ~~ramp~~our ~~for~~catalog abusiness ~~new~~of ~~customer~~$1.1 ~~drove~~million, ~~volume~~or up50%, to in$3.2 ~~2024~~million. This ~~The~~revenue ~~Revenue~~growth ~~decrease~~ was partially offset by ~~growth~~a decrease in our ~~automotive~~wireless infrastructure category of $0.8 million, or 4062% to $20.75 million,. A ~~and~~product ramp for a new customer increased revenue in our ~~catalog~~wireless ~~business~~infrastructure ofcategory during ~~$0.1~~the ~~million~~three months ended September 30, or2024, 6%which towas ~~$2.3~~not ~~million~~replicated in the most recent quarter.

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We generate revenue from customers located within and outside the U.S. While we have several large customers, we define major customers as those responsible for more than 10% of our ~~annual~~ product shipment revenue during a reporting period. Using this definition, we Guerrilla RF had ~~one~~two major ~~customer~~customers, RFPD, ~~during~~and RFMW for the three months ended ~~June~~September 30, 2025, and ~~two~~one major ~~customers~~customer, RFPD, ~~and~~during ~~RFMW for~~ the three months ended ~~June~~September 30, 2024. RFPD, a large product distributor serving numerous end-user customers, generated 7264% and 7973% of product shipment revenue for the three months ended ~~June~~September 30, 2025 and 2024, respectively. RFMW, a large product distributor serving numerous end-user customers, generated 1115% of product shipment revenue for the three months ended ~~June~~September 30, ~~2024~~2025. Our new product sales increased from $0.7 5 million for the three months ended ~~June~~September 30, 2024 to $10.3 9 million for the three months ended ~~June~~September 30, 2025, due to increased sales from design wins that ramped in 2025.

Nonproduct (royalty and non-recurring engineering (“NRE”)) revenues were up $0.1 million for the three months ended ~~June~~September 30, 2025, compared to ~~June~~the three months ended September 30, 2024. This was driven by aroyalties and a new opportunity to develop a custom linear amplifier for a potential new customer of our products.

International shipments grew substantially (62by 148%) from $1.21 million to $12.9 8 million (~~approximately 35~~representing 44% of Q2 Q3 2025 sales) for the three months ended ~~June~~September 30, 2024 and 2025, respectively. Domestic sales remained flat for the same period.

Direct Product Costs and Gross Profit

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		$ Change			% Change
Direct product costs	$	12,~~884~~043,~~804~~273	$	21,~~120~~571,~~281~~182		~~(235~~472,~~477~~091	)		~~(11~~30	)%
Gross profit	$	34,~~484~~245,~~343~~037	$	32,~~990~~952,~~273~~518		~~(505~~1,~~930~~292,519	)		~~(13~~44	)%

Direct product costs ~~decreased~~ increased $0.24 million to $12.90 million for the three months ended ~~June~~September 30, 2025, compared to $2.1.6 million for the three months ended ~~June~~September 30, 2024. ~~The~~Increases ~~11% decrease~~ in direct product costs ~~was primarily driven by a sales volume decrease of 14~~(30%.) ~~Decreases in direct product costs~~ were less than the ~~decreases~~increases in revenues (39%) as ~~changes~~other indirect product ~~mix resulted in higher~~ costs remained ~~relative to revenue~~flat. Gross profit as a percentage of sales ~~decreased~~increased from 65.3% for the ~~second~~ third quarter of 2024, to 6467.95% for ~~second~~the third quarter of 2025. This was driven in part by ~~reduced~~increased revenue ~~and fixed~~leverage ~~overhead~~while other direct product costs remained flat, which ~~diluted~~increased gross profit margin 40 by 220 basis points.

Research and Development Expenses

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		$ Change			% Change
Research and development	$	21,~~169~~970,~~789~~131	$	2,~~412~~506,~~541~~554		(~~242~~536,~~752~~423	)		(1021	)%

Research and development expenses decreased $0.25 million to $2.20 million for the three months ended ~~June~~September 30, 2025, compared to $2.45 million for the three months ended ~~June~~September 30, 2024. The decrease ~~was~~ ~~attributable~~is toa result of the staffing and fixed cost reduction measures the Company ~~completed~~has inbeen ~~the~~executing ~~first~~through ~~quarter of~~ 2025.

Sales and Marketing Expenses

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		$ Change			% Change
Sales and marketing	$	1,~~483~~532,~~897~~308	$	1,~~583~~749,~~377~~497		(99217,~~480~~189	)		(612	)%

Sales and marketing expenses decreased $0.12 million to $1.5 million for the three months ended ~~June~~September 30, 2025 compared to $1.67 million for the three months ended ~~June~~September 30, 2024. The decrease ~~was~~is ~~primarily~~a ~~due~~result to of tighter controls and management around travel and office related expenses as well as the staffing and fixed cost reduction measures the Company has been executing through 2025.

General and Administrative Expenses

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		$ Change			% Change
General and administrative expenses	$	1940,~~185,731~~959	$	1,~~190~~306,~~990~~268		(5365,~~259~~309	)		(028	)%

General and administrative expenses ~~were~~decreased ~~unchanged at~~ $10.2 4 million to $0.9 million for the three months ended ~~June~~September 30, 2025, compared to $1.3 million for the three months ended September 30, 2024. The ~~Company~~decrease is ~~committed~~a toresult ~~maintaining~~of ~~tight~~the staffing and fixed cost ~~controls~~reduction asmeasures itthe ~~executes~~Company onhas ~~its~~been ~~business~~executing ~~plan~~through 2025.

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Other Income (Expenses)

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			$ Change			% Change
Interest income	$	4938,~~156~~001		$	—63,873		$	49(25,~~156~~872	)		100	%
Interest expense	$	(~~242~~292,~~289~~197	)	$	(~~856~~501,~~468~~163	)	$	~~614~~208,~~179~~966			(7242	)%
Change in fair value of warrant liabilities	$	1,079,717		$	—		$	1,079,717			100	%
Loss on debt extinguishment	$	—		$	(1,523,221	)	$	1,523,221			(100	)%
Other income (expense)	$	(2,252	)	$	296,512		$	(298,764	)		(101	)%
Change in fair value of warrant liabilities	$	(190,653	)	$	(2,623,608	)	$	2,432,955			100	%
Total other income (expenses), net	$	884,332		$	(559,956	)	$	1,444,288			(258	)%
Other income (expense)	$	(1,762	)	$	(7,645	)	$	5,883			(77	)%
Total other income (expenses), net	$	(446,611	)	$	(4,591,764	)	$	4,145,153			(90	)%

Interest expense decreased $0.72 million to $0.23 million for the three months ended ~~June~~September 30, 2025, compared to $0.9 5 million for the three months ended ~~June~~September 30, 2024. The decrease was attributable to a significant paydown of ~~its~~the Company's primary debt facility. On August 5, 2024 the Company paid down the Salem Loan Facility by $7.5 million, leaving a remaining balance of $4.5 million.

The ~~change~~ inloss ~~fair~~on ~~value~~debt ofextinguishment ~~warrant~~was ~~liabilities~~zero ~~increased by $1.1 million~~ for ~~the three~~ three months ended ~~June~~September 30, 2025 compared to $1.5 million for the ~~three~~ nine months ended ~~June~~September 30, 2024. as ~~The increase (which resulted from~~ a ~~reduction in the fair value of warrant liabilities) was the~~ result of the ~~remeasurement~~paydown of the ~~Historical~~Salem ~~Warrants~~Loan ~~and~~Facility ~~the~~in ~~North~~August ~~Run Warrants that are accounted for as liabilities and carried at fair value at June 30, 2025~~2024.

~~Other~~The change ~~income~~in ~~(expense)~~fair value of warrant liabilities decreased by $02.3 4 million for the three months ended ~~June~~September 30, 2025 ~~primarily~~compared ~~due~~ to the three months ended September 30, 2024. The decrease (which resulted from a ~~grant~~decrease ~~received~~in ~~during~~the reduction in the ~~three~~fair value of warrant liabilities) was the result of the remeasurement of the Historical Warrants and the North Run Warrants that are accounted for as liabilities ~~months~~and ~~ended~~carried ~~June~~at fair value at September 30, ~~2024~~2025.

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Comparison of the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (unaudited):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change			% Change
Revenues	$	916,~~742~~030,~~051~~361	$	1115,~~201~~725,~~803~~503		(1304,~~459,752~~858	)		~~(13~~2	)%

Revenues ~~decreased~~increased $10.53 million to $916.70 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $1115.27 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~decrease~~revenue inincrease ~~revenues~~ was attributable to agrowth in our automotive category of $3.1 million, ~~decrease~~or in72%, ~~wireless infrastructure product shipments compared~~ to ~~the same period last year~~$7. A4 ~~product~~million, ~~ramp~~and ~~for~~our acatalog ~~new~~category ~~customer~~of ~~drove~~$1.0 ~~volume~~million, upor in15%, to ~~2024~~$7.3 ~~The~~million. ~~Revenue~~This ~~decrease~~revenue growth was partially offset by ~~demand~~a ~~growth~~decrease in our ~~automotive~~wireless infrastructure category of $13.7 9 million, or 5477%, to $51.02 million,. A ~~while~~product ramp for a new customer increased revenue in our ~~catalog~~wireless ~~business~~infrastructure ~~remained~~category during ~~unchanged~~the atnine months ~~$4.1~~September ~~million~~30, 2024, which was not replicated in the most recent nine month period.

We generate revenue from customers located within and outside the U.S. While we have several large customers, we define major customers as those responsible for more than 10% of our ~~annual~~ product shipment revenue during a reporting period. Using this definition, weGuerrilla RF had ~~one~~ two major ~~customer~~customers, RFPD and RFMW, during the ~~six~~ nine months ended ~~June~~September 30, 2025, and ~~2024~~one major customer, RFPD, during the nine months ended September 30, 2024 . RFPD, a large product distributor serving numerous end-user customers, generated 7269% and 8078% of product shipment revenue for the ~~six~~ nine months ended ~~June~~ September 30, 2025 and 2024, respectively. RFMW, a large product distributor serving numerous end-user customers, generated 10% of product shipment revenue for the nine months ended September 30, 2025. Distributor sales remain a core pillar of our long term growth strategy while we seek to maximize value creating direct opportunities as they become available. Our direct sales increased $0.7 million, or 44%, to $2.2 million for the nine months end September 30, 2025 compared to the prior year period.

Our new product sales increased from $12.4 1 million for the ~~six~~ nine months ended ~~June~~ September 30, 2024 to $2.3 .2 million for the ~~six~~ nine months ended ~~June~~September 30, 2025, driven by new product innovation and design win ramps in 2025. Distributor sales remain a core pillar of our long-term growth strategy while we seek to maximize value-creating direct opportunities as they become available. Our direct sales increased $0.9 million, or 253% to $1.3 million for the six months ended June 30, 2025 compared to the prior year period.

Nonproduct (royalty and NRE) revenues increased ~~slightly by~~ $0.12 million for the ~~six~~ nine months ended ~~June~~September 30, 2025, compared to ~~June~~the nine months ended September 30, 2024. This was driven by royalties and a new opportunity to develop a custom linear amplifier for a potential new customer of our products.

International shipments grew substantially (65by 98%) from $~~1.8 million to $~~3.1 0 million ~~(approximately~~ ~~32%~~for of the ~~total~~nine ~~first~~months ~~half 2025~~ended ~~product~~September ~~sales)~~2024, to $5.9 million for the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025 (representing 37% ~~and~~of ~~2025,~~the ~~respectively~~total year to date sales in 2025).

Direct Product Costs and Gross Profit

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change			% Change
Direct product costs	$	35,~~587~~630,~~584~~857	$	35,~~990~~562,~~956~~138		~~(403~~68,~~372~~719	)		~~(10~~1	)%
Gross profit	$	610,~~154~~399,~~467~~504	$	710,~~210~~163,~~847~~365		(1236,~~056,380~~139	)		~~(15~~2	)%

Direct product costs ~~decreased~~ ~~$0.4 million to~~were $35.6 million for both the ~~six~~nine months ended ~~June~~September 30, 2025~~, compared to $4.0~~ ~~million~~and ~~for the six months ended June 30~~2024, ~~2024. The~~remaining ~~10%~~essentially ~~decrease~~flat inyear ~~direct~~over ~~product costs was driven by a sales volume decrease of 13%~~year. ~~Decreases~~The instable ~~direct~~cost ~~product~~base, ~~costs~~combined ~~were~~with ~~less~~higher ~~than~~revenue, ~~decreases in revenues as changes in product mix~~ resulted in ~~higher~~improved ~~costs~~gross ~~relative to revenue~~margins. Gross profit as a percentage of sales ~~decreased~~increased ~~from~~to 64.49% for the ~~six~~nine months ended ~~June~~ September 30, ~~2024~~2025, compared to 6364.26% for the ~~six~~same ~~months~~period ~~ended~~in ~~June 30~~2024, ~~2025.~~primarily ~~This~~reflecting ~~was driven~~stronger ~~in part by reduced~~ revenue leverage and ~~fixed~~ consistent overhead costs~~, which diluted gross profit margin 115 basis points~~.

Research and Development Expenses

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change			% Change
Research and development	$	46,~~662~~632,~~716~~847	$	47,~~664~~170,~~074~~628		(1537,~~358~~781	)		(07	)%

Research and development expenses ~~were~~decreased ~~unchanged at~~ $40.76 million to $6.6 million for the ~~six~~nine months ended September ~~June~~ 30, 2025 ~~and~~, ~~2024. The~~compared ~~first~~to ~~half of 2025 included~~ $07.2 million ~~one-time~~for ~~severance~~the ~~expenses~~nine ~~related~~months toended ~~head~~September ~~count rationalization~~30, ~~and $0~~2024.1 The ~~million~~decrease ofis ~~higher~~a ~~laboratory~~result ~~costs.~~of ~~These~~the ~~increases~~staffing ~~were~~and ~~offset~~fixed ~~through~~cost ~~the~~reduction ~~realization~~measures ofthe ~~lower~~Company ~~wages~~has ~~and~~been ~~benefits~~executing ~~from~~through ~~head count reduction~~2025.

Sales and Marketing Expenses

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
Sales and marketing	$	34,~~369~~901,~~362~~670	$	24,~~936~~685,~~286~~783		~~433~~215,~~076~~887		155	%

Sales and marketing expenses increased $0.4 2 million to $3.4.9 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $34.07 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase ~~reflects~~is adue ~~$0.1 million investment in staffing~~ to ~~promote international and other market expansion, $0.3 million of one-time~~ severance ~~from headcount rationalization,~~ and ~~$0.1~~costs related ~~million~~to ~~of consulting fees for~~ CRM implementation as we seek to become a more accountable metric-driven sales organization. ~~The increases were partially offset by a $0.2 million reduction in overall office management fees and lower spending on travel.~~

General and Administrative Expenses

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change			% Change
General and administrative expenses	$	23,~~639~~580,~~291~~250	$	23,~~645~~951,~~685~~953		(6371,~~394~~703	)		(09	)%

General and administrative expenses ~~were~~decreased ~~unchanged~~$0.4 at million to $23.6 million for the ~~six~~ nine months ended September ~~June~~ 30, 2025, ~~and~~compared ~~2024; a~~to $04.2 0 million ~~increase~~for inthe ~~consulting~~nine ~~fees~~months ~~was~~ended ~~offset~~September by30, ~~a $0~~2024.2 ~~million~~The decrease inis ~~franchise tax~~a ~~due~~result toof athe ~~2024~~staffing ~~overpayment~~and fixed cost reduction measures the Company has been executing through 2025.

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Other Income (Expenses)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025			2024			$ Change			% Change
Interest income	$	~~114~~152,~~785~~786		$	—63,873		$	~~114~~88,~~785~~913			0	%
Interest expense	$	(~~453~~745,~~059~~256	)	$	(23,~~541~~042,~~255~~418	)	$	2,~~088~~297,~~196~~162			(8276	)%
Change in fair value of warrant liabilities	$	843,821		$	—		$	843,821			0	%
Loss on debt extinguishment	$	—		$	(1,523,221	)	$	1,523,221			(100	)%
Change in fair value of warrant liabilities	$	653,168		$	(2,623,608	)	$	3,276,776			0	%
Change in fair value of derivative liabilities	$	—		$	158,000		$	(158,000	)		(100	)%
Other income (expense)	$	(24,~~252~~014	)	$	~~289~~281,~~310~~665		$	(~~291~~285,~~562~~679	)		(101	)%
Total other income (expenses), net	$	~~503~~56,~~295~~684		$	(26,~~093~~685,~~945~~709	)	$	26,~~597~~742,~~240~~393			(~~124~~101	)%

Interest expense decreased $2.03 million to $0.57 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $23.50 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was attributable to a significant paydown of ~~its~~the Company's primary debt facility. On August 5, 2024 the Company paid down the Salem Loan Facility by $7.5 million, leaving a remaining balance of $4.5 million.

The ~~change~~ inloss ~~fair~~on ~~value~~debt ofextinguishment ~~warrant~~was ~~liabilities increased by $0.8~~zero ~~million~~ for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to $1.5 million for the ~~six~~nine months ended ~~June~~September 30, 2024. ~~The~~as ~~increase (which resulted from~~ a ~~reduction in the fair value of warrant liabilities) was the~~ result of the ~~remeasurement~~paydown of the ~~Historical~~Salem ~~Warrants~~Loan ~~and~~Facility ~~the~~in ~~North~~August ~~Run Warrants that are accounted for as liabilities and carried at fair value at June 30, 2025~~2024.

~~Other~~During ~~income~~the ~~(expense) decreased~~nine months ended September 30, 2025, the Company recorded a gain on change in fair value of warrant liabilities of $0.37 million ~~for~~as ~~the~~compared ~~six~~to ~~months~~a ~~ended~~loss ~~June~~on ~~30,~~the ~~2024~~change ~~primarily~~in ~~due~~fair tovalue aof ~~one-time~~warrant ~~grant~~liabilities ~~received~~of $2.6 million during the ~~six~~nine months ended ~~June~~September 30, 2024~~. In addition~~, ~~the~~which ~~Company~~represented ~~had~~a ~~other contributors~~change toof ~~other~~$3.3 ~~income~~million. The change (~~expense) including~~which ~~$0.1~~resulted ~~million~~from a decrease in ~~interest~~the ~~income~~fair ~~earned~~value onof ~~funds~~warrant ~~deposited~~liabilities during inthe anine ~~money~~months ~~market~~ended ~~account~~September 30, ~~which~~2025, itas ~~did~~compared ~~not~~to ~~have~~a increase in the ~~first~~fair ~~six~~value ~~months~~ of ~~2024~~warrant liabilities during the nine months ended September 30, 2024) was the result of the remeasurement of the Historical Warrants and athe ~~change~~North inRun ~~its~~Warrants ~~derivative~~that ~~liabilities,~~are ~~reflecting~~accounted afor as liabilities ~~decrease~~and incarried at fair value at ofSeptember ~~$0.2~~30, ~~million~~2025.

Other income (expense) decreased $0.3 million for the nine months ended September 30, 2025 primarily due to a one-time grant received during the nine months ended September 30, 2024. In addition, during the most recent period the Company had other contributors to total other income (expense) including $0.1 million in interest income earned on funds deposited in a money market account, which it did not have in the comparable period of 2024, and a change in its derivative liabilities, reflecting a decrease in fair value of $0.2 million.

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Liquidity and Capital Resources

Our primary source of liquidity has been cash raised from private placements and debt financing. As of ~~June~~ September 30, 2025, we had cash resources of $4.80 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~~September 30, 2025, we had drawn down $1.91 million under the Spectrum Loan Facility and had an outstanding balance of $4.5 million under the Salem Loan Facility.

On August 5, 2024, the Company completed the North Run Private Placement, raising cash proceeds of approximately $21.6 million, net of transaction expenses. Additionally, on August 2, 2024, the Company initiated the amendment of the Salem Loan Facility to (i) reduce the outstanding principal balance from $12.0 million to $4.5 million, (ii) extend the maturity date from January 31, 2026 to December 31, 2028, and (iii) reduce the interest rate from 14% (comprising 3% payment-in-kind (deferred) and 11% cash) to 12% cash. The amendment was effective on August 5, 2024 after the principal balance was reduced from $12.0 million to $4.5 million by using a portion of the proceeds from the North Run transaction.

The Company believes that its existing cash and cash equivalents will provide sufficient resources to support operations and cover existing contractual obligations and other obligations that may arise through the next 12 months.

We have incurred recurring losses and negative cash flows from operations since inception and have an accumulated deficit at ~~June~~September 30, 2025 of $5758.85 million. We expect losses and negative cash flows to continue in the near term, primarily due to continued investment in research and development, sales and marketing efforts, and increased administration expenses as our Company grows. We plan to continue to invest in the implementation of our long-term strategic plan and we anticipate that we will continue to narrow cash burn from historical levels so that over time cash reserves will provide the necessary working capital to operate the Company.

Cash (used in) provided by:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025			2024
Operating activities	$	(32,~~345~~486,~~373~~403	)	$	(23,~~017~~790,~~591~~764	)
Investing activities		(~~558~~1,~~993~~173,457	)		(~~471~~673,~~885~~908	)
Financing activities		~~743~~(295,~~529~~373	)		214,~~349~~961,~~543~~095
Net increase (decrease) in cash	$	(3,~~160~~955,~~837~~233	)	$	~~(139~~10,~~933~~496,423	)

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Operating Activities

Cash used in operating activities was $32.35 million and $23.08 million for the ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Cash used in operating activities for the ~~six~~ nine months ended ~~June~~ September 30, 2025 was principally due to our net loss of $4.0 7 million, non-cash items of $01.30 million, and an increase in working capital of $01.32 million. For the ~~six~~ nine months ended ~~June~~ September 30, 2025, non-cash items that were a part of the net operating loss included depreciation and amortization of $0.69 million, and share-based compensation of $0.68 million, partially offset by a decrease in inventory allowance and change in the fair value of warrant liabilities of $0.97 million.

Cash used in operating activities for the ~~six~~nine months ended ~~June~~ September 30, 2024 was principally due to our net loss of $512.13 million, including non-cash items of $2.8.0 million, and aan ~~decrease~~increase in working capital of $0.3 5 million. For the ~~six~~nine months ended ~~June~~September 30, 2024, non-cash items that were a part of the net operating loss included depreciation and amortization of $01.8 1 million, ~~share~~ stock-based compensation of $01.7 2 million, change in fair value of warrant liabilities and derivative liabilities of $2.5 million, loss on the extinguishment of debt of $1.5 million and non-cash and accretion of notes payable of $1.27 million.

Investing Activities

Cash used in investing activities was $01.6 2 million and $0.57 million for the ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, respectively. Cash used in investing activities resulted from capital expenditures on property and equipment in each period, and the purchase of intangible assets in the ~~six~~ nine months ended ~~June~~ September 30, 2024.

Financing Activities

Cash ~~provided by~~used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 of $0.73 million was due to $10.39 million of ~~additional~~payments ~~net~~related ~~debt~~to ~~financing,~~finance leases and finance agreements partially offset by $0.6 million of ~~payments~~additional ~~related~~net todebt ~~finance~~financing ~~leases~~ and ~~insurance~~a ~~premiums~~refund of used offering cost.

Cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2024 of $215.30 million was primarily attributable to net proceeds of $324.0 6 million from private placement equity ~~financing,~~financings in the second and ~~$0.1 million~~third quarter of ~~additional~~2024 ~~net~~along with significant debt ~~financing,~~repayments ~~partially~~made ~~offset~~in by the third quarter of 2024 of $0.8 .4 million . A total of ~~payments~~$1.2 million, related to principal payments on finance leases and ~~insurance~~repayment ~~premiums~~of finance agreements, also contributed to the net cash provided in the nine months ended September 30, 2024.

Contractual Obligations and Commitments

The following summarizes our significant contractual obligations as of ~~June~~September 30, 2025 (unaudited).

	Payments due by period
	Total		Less than 1 year		1 – 3 years		4 – 5 years		More than 5 years
Purchase order obligations	$	~~967~~598,~~793~~298	$	~~967~~598,~~793~~298	$	—	$	—	$	—
Short-term notes		500,000		500,000		—		—		—
Long-term notes		4,000,000		—		4,000,000		—		—
Long-term debt		~~334~~279,~~643~~440		—		~~334~~279,~~643~~440		—		—
Short-term debt		21,~~267~~445,~~910~~604		21,~~267~~445,~~910~~604		—		—		—
Operating lease obligations		5,~~907~~771,~~558~~621		~~540~~545,~~724~~441		1,~~451~~310,~~407~~753		3,915,427		—
Finance lease obligations		1978,~~140,389~~996		~~619~~612,~~490~~689		~~507~~352,~~223~~631		13,676		—
Total	$	1513,~~118~~573,~~293~~959	$	43,~~895~~702,~~917~~032	$	65,~~293~~942,~~273~~824	$	3,929,103	$	—

Off-Balance Sheet Arrangements

As of ~~June~~September 30, ~~2024~~2025 and December 31, 2024, 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.

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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, 2024, filed with the SEC on March 27, 2025, have not materially changed.

We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the policies we think are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

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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.

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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~~September 30, 2025, the end of the period covered by this Quarterly Report on 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, as a result of the material weakness in internal controls over financial reporting disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, management concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2025. While the existence of the material weakness did not result in a material misstatement to the financial statements, it presented a reasonable possibility that a material misstatement in the financial statements could have occurred.

Status of Remediation of Previously Identified Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.

To respond to the material weakness disclosed within our Annual Report on Form 10-K for the year ended December 31, 2024, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. Our remediation efforts are ongoing and we have designed control procedures to address the material weakness. The actions taken by management include, but are not limited to:

●

Hiring of Mike John-Williams as Chief Financial Officer effective January 8, 2025;

●

Formalization of separate policies and procedures surrounding significant unusual transactions;

●

Enhancement of management review controls of significant unusual transactions; and

●

Establishment of controls surrounding detailed ledgers related to equity-linked instruments;

We can offer no assurance that these remediation steps will prevent any future deficiencies in our internal control over financial reporting. Any failure to maintain adequate internal control over financial reporting could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. Furthermore, we can give no assurance that the measures we have taken will remediate the outstanding material weakness, or will prevent any future material weaknesses, or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, our strengthened controls and procedures may not be adequate to prevent or identify irregularities or errors, which could affect the fair presentation of our consolidated financial statements.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~June~~September 30, 2025, there have been 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. These changes are a result of our above-noted ongoing actions taken to remedy the material weakness in internal controls over financial reporting disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

Not applicable.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Trading Arrangements of Section 16 Reporting Persons

During the quarter ended ~~June~~ September 30, 2025 no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common stock (i.e. directors, certain large shareholders and certain officers of the Company) maintained, adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.

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ITEM 6. EXHIBITS.

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

Exhibit	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
2.1	Agreement and Plan of Merger and Reorganization among Laffin Acquisition Corp., Guerrilla RF Acquisition Co. and Guerrilla RF, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).	8-K	000-56238	2.1	October 27, 2021
3.1	Certificate of Merger relating to the merger of Guerrilla RF Acquisition Co. with and into Guerrilla RF, Inc., filed with the Secretary of State of the State of Delaware on October 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).	8-K	000-56238	3.1	October 27, 2021
3.2	Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on October 22, 2021 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).	8-K	000-56238	3.2	October 27, 2021
3.3	Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on April 14, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 14, 2023).	8-K	000-56238	3.1	April 14, 2023
3.4	Amended and restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on May 2, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 3, 2024).	8-K	000-56238	3.1	May 3, 2024
3.5	Amended and restated bylaws (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).	8-K	000-56238	3.3	October 27, 2021
3.6	Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).	8-K	000-56238	3.1	August 6, 2024
4.1	Form of Lock Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).	8-K	000-56238	10.3	April 1, 2024
4.2	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on October 27, 2021).	8-K	000-56238	4.2	October 27, 2021
4.3	Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 3, 2023)	8-K	000-56238	10.2	January 3, 2023
4.4	Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).	8-K	000-56238	10.2	April 1, 2024
4.5	Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 6, 2024).	8-K	000-56238	4.1	August 6, 2024
10.1+	First Amendment to the Guerrilla RF, Inc. 2021 Equity Incentive Plan (incorporated by reference to the Appendix A of the Company Proxy Statement filed with the SEC on April 1, 2025).	DEF 14A	000-56238	Appendix A	April 1, 2025

31.1	Certification of Ryan Pratt, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of Mike John-Williams, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Ryan Pratt, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of 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 from Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025, formatted in Inline XBRL and contained in Exhibit 101.	X

+ Indicates a management contract or any compensatory plan, contract, or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GUERRILLA RF, INC.
Date: August 12, 2025	By:	/s/ Ryan Pratt
Date: November 12, 2025	By:	/s/ Ryan Pratt
		Ryan Pratt Chief Executive Officer (principal executive officer)

	GUERRILLA RF, INC.
Date: August 12, 2025	By:	/s/ Mike John-Williams
Date: November 12, 2025	By:	/s/ Mike John-Williams
		Mike John-Williams Chief Financial Officer (principal financial officer)

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