Guerrilla RF, Inc. filed pro forma condensed consolidated balance sheets as of September 30, 2026, as part of its application to list its common stock on the Nasdaq Capital Market. The filing details the financial impact of a recapitalization agreement executed on August 2, 2024, with NR-PRL Partners, LP, an affiliate of North Run Capital, LP.
Under the Securities Purchase Agreement, the Company issued 22,000 shares of Series A convertible preferred stock. These shares are convertible into 7,213,115 shares of common stock immediately prior to the initial listing of the common stock on a national securities exchange. Concurrently, the Company issued warrants to purchase an aggregate of 2,885,246 shares of common stock.
The pro forma balance sheets reflect the conversion of the preferred shares into common stock and a reclassification of warrant liabilities to equity. The Company previously classified certain historical warrants and the newly issued North Run Warrants as liabilities due to specific provisions regarding cashless exercise and tender offers. However, following an amendment to the North Run Warrants on October 30, 2026, which removed the holder's option to select a price for cashless exercises, the Company determined these warrants should be classified as equity as of that date.
The pro forma balance sheet as of September 30, 2026, shows total assets of $23,327,718. Total liabilities, convertible preferred stock, and stockholders' deficit total $23,327,718. The filing notes that the listing of common stock on the Nasdaq Capital Market remains subject to the satisfaction of applicable listing requirements, Nasdaq approval, and market conditions.
