United States securities and exchange commission logo
February 9, 2022
John Berg
Chief Financial Officer
Guerrilla RF, Inc.
1196 Pleasant Ridge Road, Suite 5
Greensboro, North Carolina 27409
Re: Guerrilla RF, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 2,
2022
File No. 333-261860
Dear Dr. Berg:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 19, 2022 letter.
Amendment 1 to Form S-1 Filed on February 2, 2022
Unaudited Pro Forma Combined Financial Information, page F-49
1. We note your
disclosures in the second and fifth sentences of the fifth paragraph on page
F-49 state the pro
forma financial statements do not include non-recurring charges related
to the Merger and the
pro forma statements of operations only include adjustments that are
expected to have a
continuing impact. Please be advised that these disclosures do not
comply with the
recently revised pro forma requirements in Article 11 of Regulation S-X
and do not appear to be
consistent with your pro forma financial statements, including
adjustment (i). Please
revise the disclosures on page F-49 to comply with Article 11 of
Regulations S-X and
ensure your pro forma financial statements include all required pro
forma adjustments.
John Berg
Guerrilla RF, Inc.
February 9, 2022
Page 2
Unaudited Combined Balance Sheets, page F-50
2. Please revise your pro forma balance sheet as of September 30, 2021 to
disclose the
number of shares authorized, issued and outstanding on a historical
and pro forma basis.
Notes to Unaudited Pro Forma Financial Statements, page F-53
3. In regard to financial statement line items that are impacted by
several pro forma
adjustments, please provide a summary that clearly shows the impact of
each pro forma
adjustment on the balances presented. This information can be provided
in a footnote or
in a manner similar to how you present the impact of pro forma
adjustments on cash.
4. Refer to adjustment (e) on page F-53. Please revise note (e) to only
include the shares
issued for cash in the private placement. Please provide a separate
footnote to disclose the
shares issued by Laffin in exchange for the outstanding preferred
shares and common
shares of Guerrilla RF and the shares issued in exchange for the
outstanding notes payable
that were the result of the Merger.
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne
McConnell,
Staff Accountant at 202-551-3709 if you have questions regarding comments on
the financial
statements and related matters. Please contact Erin Donahue, Staff Attorney at
202-551-6001 or
Sherry Haywood, Staff Attorney at 202-551-3345 with any other questions.
FirstName LastNameJohn Berg Sincerely,
Comapany NameGuerrilla RF, Inc.
Division of
Corporation Finance
February 9, 2022 Page 2 Office of
Manufacturing
FirstName LastName