Guerrilla RF, Inc. filed a Form 8-K on November 10, 2026, disclosing pro forma condensed consolidated balance sheets as of September 30, 2026, submitted as part of the company's application for listing on the Nasdaq Capital Market.

Key Highlights

  • Nasdaq listing application: The company filed pro forma financial information as part of its application for listing on the Nasdaq Capital Market.
  • Preferred stock conversion: The pro forma statements reflect the issuance of 7,213,115 shares of common stock upon conversion of 22,000 Series A convertible preferred shares, to occur immediately prior to any initial listing.
  • Warrant reclassification: Historical Warrants covering 2,895,709 shares and North Run Warrants covering 2,885,246 shares are reclassified from liabilities to equity in the pro forma statements.
  • North Run Warrants amended: On October 30, 2026, the holder of the North Run Warrants agreed to amend and restate them to remove the holder's right to select a price from alternatives for the cashless exercise calculation.
  • No assurance of uplisting: According to the filing, "there can be no assurance that an uplisting will be completed," as it remains subject to listing requirements, Nasdaq approval, and market conditions.

Guerrilla RF's Pro Forma Disclosures and Warrant Reclassification Detail

According to the filing, Guerrilla RF, Inc. submitted pro forma condensed consolidated balance sheets as of September 30, 2026, in connection with its application to list its common stock on the Nasdaq Capital Market. The pro forma statements give effect to two primary adjustments: the conversion of preferred shares into common stock and the reclassification of two sets of warrants from liabilities to equity.

The company disclosed that on August 2, 2024, it entered into a Securities Purchase Agreement with NR-PRL Partners, LP, an affiliate of North Run Capital, LP. Under that agreement, the company issued 22,000 shares of Series A convertible preferred stock, which are convertible into 7,213,115 shares of common stock immediately prior to any initial listing on a national securities exchange. The company also issued North Run Warrants to purchase an aggregate of 2,885,246 shares of common stock to the buyer under that same agreement.

The filing further explained that the company had classified Historical Warrants covering 2,895,709 shares as Level 3 warrant liabilities, carried at fair value using a Black-Scholes call option model, due to a tender offer provision within those warrants. The company determined that upon conversion of the preferred shares into common stock, the company would cease to have two classes of voting stock, and accordingly the Historical Warrants should at that point be reclassified as equity. Separately, the North Run Warrants had been classified as liabilities because of the holder's option to select a price from alternatives for purposes of the cashless exercise calculation. Following the October 30, 2026, amendment removing that right, the company determined that the North Run Warrants should be classified as equity as of that date. The 8-K was signed by Ryan Pratt, Chief Executive Officer.

What Was Disclosed

Guerrilla RF, Inc. reported pro forma balance sheet adjustments reflecting the planned conversion of 22,000 preferred shares into 7,213,115 common shares and the reclassification of two warrant series, covering a combined 5,780,955 shares, from liabilities to equity, all in connection with a pending Nasdaq listing application.