Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

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 March 31, 2024

☐

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 May 2, 2024

Common Stock, $0.0001 par value

10,008,890

Table of Contents

GUERRILLA RF, INC.

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024

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' Equity (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.	24
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.	37
Item 3.	Defaults Upon Senior Securities.	37
Item 4.	Mine Safety Disclosure.	37
Item 5.	Other Information.	37
Item 6.	Exhibits	38

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 29, 2024.

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	*March 31, 2024 (Unaudited)*			*December 31, 2023*

Assets
Cash	$	3,600,710		$	781,318
Accounts receivable, net		2,819,814			2,079,111
Inventories, net		1,773,596			1,533,592
Prepaid expenses		540,911			458,313
Total Current Assets		8,735,031			4,852,334

Operating lease right-of-use assets		10,209,384			10,500,620
Property, plant, and equipment, net		3,332,955			3,659,084
Total Assets	$	22,277,370		$	19,012,038

Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued expenses	$	3,590,654		$	2,099,537
Short-term debt		2,839,529			1,628,667
Derivative liabilities		-			158,000
Operating lease liability, current portion		731,952			745,969
Finance lease liability, current portion		939,975			978,543
Convertible notes		-			78,905
Convertible notes - related parties		-			700,189
Notes payable, current portion, net		-			10,948,668
Total Current Liabilities		8,102,110			17,338,478

Long-term debt		634,717			698,600
Operating lease liability		5,994,557			6,176,508
Finance lease liability		1,394,430			1,593,979
Notes payable		10,178,238			-
Total Liabilities		26,304,052			25,807,565

Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023		-			-
Common stock, $0.0001 par value, 300,000,000 shares authorized, 9,952,598 and 7,893,205 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		995			789
Additional paid-in capital		42,384,337			36,243,146
Accumulated deficit		(46,412,014	)		(43,039,462	)
Total Stockholders' Equity (Deficit)		(4,026,682	)		(6,795,527	)
Total Liabilities and Stockholders' Equity (Deficit)	$	22,277,370		$	19,012,038

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

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	*Three Months Ended March 31,*
	*2024*			*2023*
Product	$	5,089,773		$	3,040,409
Royalties and non-recurring engineering		1,476			190,479
Total		5,091,249			3,230,888

Direct product costs		1,870,675			1,403,345

Gross Profit		3,220,574			1,827,543

Operating Expenses:
Research and development		2,251,533			2,586,169
Sales and marketing		1,352,909			1,361,949
General and administrative		1,454,695			1,546,163
Total Operating Expenses		5,059,137			5,494,281

Operating Loss		(1,838,563	)		(3,666,738	)

Interest expense		(1,684,787	)		(341,857	)
Change in fair value of derivative liabilities		158,000			-
Other income (expense)		(7,202	)		7,177
Total Other Expenses, net		(1,533,989	)		(334,680	)
Net Loss	$	(3,372,552	)	$	(4,001,418	)

Net loss per share - basic and diluted	$	(0.42	)	$	(0.62	)

Weighted average common shares outstanding - basic and diluted		7,989,471			6,502,845

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

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

	Preferred Stock		Common Stock		Additional Paid-In-Capital			Accumulated Deficit			Total Stockholders' Equity (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	)

	Preferred Stock		Common Stock		Additional Paid-In-Capital		Accumulated Deficit			Total Stockholders' Equity
January 1, 2023	$	-	$	621	$	29,427,440	$	(27,073,168	)	$	2,354,893
Net loss		-		-		-		(4,001,418	)		(4,001,418	)
Equity financing, net of issuance costs		-		53		3,658,622		-			3,658,675
Shares issued for prepaid services		-		1		99,999		-			100,000
Share-based compensation		-		3		268,637		-			268,640
March 31, 2023	$	-	$	678	$	33,454,698	$	(31,074,586	)	$	2,380,790

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

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		*Three Months Ended March 31,*
	*2024*			*2023*
Cash flows from operating activities
Net loss	$	(3,372,552	)	$	(4,001,418	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		366,281			398,321
Share-based compensation		396,197			268,640
Non-cash interest expense related to debt financing		249,597			64,808
Accretion of notes payables		915,405			30,763
Shares issued for prepaid services		-			20,833
Change in fair value of derivative liabilities		(158,000	)		-
Loss on extinguishment of debt		8,298			-
Changes in assets and liabilities:
Accounts receivable		(740,703	)		(470,935	)
Inventories		(240,004	)		89,010
Prepaid expenses		167,009			42,005
Accounts payable and accrued expenses		1,470,810			(1,994,593	)
Operating lease liability		95,268			(282,820	)
Net cash used in operating activities		(842,394	)		(5,835,386	)

Cash flows from investing activities
Purchases of property, plant, and equipment		(26,000	)		(117,799	)
Net cash used in investing activities		(26,000	)		(117,799	)

Cash flows from financing activities
Proceeds from notes payable, derivative liabilities and factoring agreement		4,239,385			2,239,320
Principal payment of notes payable and recourse factoring agreement		(3,219,500	)		(1,968,784	)
Proceeds from equity financing, net		3,042,829			3,658,675
Principal payment on finance lease		(238,171	)		(266,862	)
Repayment of finance insurance premiums		(136,757	)		(122,003	)
Payment of deferred offering costs		-			(50,000	)
Net cash provided by financing activities		3,687,786			3,490,346

Net increase (decrease) in cash		2,819,392			(2,462,839	)

Cash, beginning of period		781,318			4,340,407
Cash, end of period	$	3,600,710		$	1,877,568

Noncash investing and financing transactions:
Modifications on finance leases	$	54		$	-
Conversion of debt into equity	$	2,794,243		$	-
Shares issued for prepaid services	$	-		$	100,000
Financing of property and equipment	$	-		$	165,825
Financing of insurance premiums and software	$	249,607		$	173,360
Right-of-use assets obtained through operating lease	$	-		$	7,235,222
Financing of mask set and wafer	$	-		$	112,728
Property and equipment additions included in accounts payable	$	14,098		$	518

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

Table of Contents

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.

Prior to the Merger, Laffin Acquisition Corp. was a “shell” company registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with no specific business plan or purpose until it began operating the business of Guerrilla RF Operating Corporation following the closing of the Merger.

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.

Liquidity and Going Concern

In accordance with Financial Accounting Standards (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited interim condensed consolidated financial statements are issued. The accompanying unaudited interim condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has historically financed its activities through a combination of commercial loans and the proceeds of debt and equity issuances. The unaudited interim condensed consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company has incurred substantial negative cash flows from operations in nearly every fiscal period since inception, including a net loss of $3.4 million for the three months ended March 31, 2024. As of March 31, 2024, the Company had an accumulated deficit of $46.4 million and a cash balance of $3.6 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 require additional funding in fiscal 2024. There is no assurance that appropriate funding will be available on terms, which are acceptable to us, or at all. This requirement for additional funding raises substantial doubt about our ability to continue as a going concern.

Our primary source of liquidity has been from cash raised from private placements and debt financing. We also have two loan facilities, one of which is for up to $3.75 million with a specialty lender, Spectrum Commercial Services Company, L.L.C. (referred to as the “Spectrum Loan Facility”, further described in Note 5 to our unaudited interim condensed consolidated financial statements), and the other for $12.0 million with a different lender, Salem Investment Partners V, Limited Partnership (“Salem”) (referred to as the “Salem Loan Facility”, also described in Note 5 to our unaudited interim condensed consolidated financial statements). As of March 31, 2024, we had drawn down $2.2 million under the Spectrum Loan Facility and the full $12.0 million under the Salem Loan Facility. On March 28, 2024, we completed the initial closing of a private placement offering (the “2024 Private Placement”) of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On April 7, 2024, we completed a second closing, raising net cash proceeds of approximately $0.1 million after deduction of expenses. In addition, Salem extended the maturity date of the Salem Loan Facility from April 30, 2024 to January 31, 2026. As a result, the Company believes that its existing cash and cash equivalents will provide sufficient resources to support operations for the rest of this fiscal year and beyond. Nevertheless, with the variability of results each quarter and other risks associated with its business, the Company recognizes that liquidity could become an issue and recognizes that it may require additional funding at some time within the next 12 months. The Company may also require additional funds to respond to business challenges, including developing new solutions or enhancing existing solutions, enhancing our operating infrastructure, expanding our sales and marketing capabilities, and acquiring complementary businesses, technologies, or assets. The Company recognizes that it may be unable to secure additional funding sources at rates and terms acceptable or at all, and as a result there is substantial doubt about our ability to continue as a going concern.

Table of Contents

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 ASUs of the FASB. The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Guerrilla RF Operating Corporation, which was merged with and into the Company on May 30, 2023. All intercompany accounts and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet at December 31, 2023 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, 2023 ("2023 Form 10-K"). This report should be read in conjunction with our 2023 Form 10-K filed with the SEC on March 29, 2024. 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 March 31, 2024 and its results of operations, cash flows, and changes in stockholders' equity (deficit) for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 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 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 the the valuation of share-based compensation, and the valuation of equity financing. Accordingly, actual results could differ from those estimates.

Reclassifications

Certain prior period balance sheet and cashflow amounts have been reclassified to conform to the Company's fiscal 2024 presentation. These reclassifications have no impact on the Company's previously reported net loss.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 views its operations and manages its business in one segment.

Concentrations of Credit Risk and Major Customers

Financial instruments at March 31, 2024, and December 31, 2023 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 hadone major distributor customer, Richardson RFPD, Inc. ("RFPD"). RFPD, a large product distributor serving numerous end-user customers, accounted for 82% and 84% of product shipment revenue for the three months ended March 31, 2024 and 2023, respectively. Accounts receivable from RFPD represented 86% and 74% of accounts receivable at March 31, 2024 and 2023, respectively.

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.

On June 1, 2022, the Company established a new loan facility (the Spectrum Loan Facility) with 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 March 31, 2024, there were $2.2 million of advances outstanding under the Spectrum Loan Facility. At March 31, 2024, $64.0 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.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2024 and 2023, the Company had $0 and $100 thousand, 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 March 31, 2024 and 2023, the Company did not have any contractual liabilities where performance obligations have not yet been satisfied. During the quarters ended March 31, 2024 and 2023, 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 and involve many variables, uncertainties, and assumptions, and the application of management’s judgment, as they are inherently subjective.

The Company applies ASU 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Share-based awards issued to non-employees are no longer required to be revalued at each reporting period.

Net Income (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, which would result in the issuance of incremental shares of common stock. For periods prior to the Merger mentioned in Note 1, each of Guerrilla RF’s shares of capital stock issued and outstanding immediately prior to the closing of the Merger was retrospectively converted into approximately 2.95 shares of the Company's common stock. On May 2, 2024, the number of authorized shares of common stock was reduced to 50,000,000.

In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations because a net loss existed for the three months ended March 31, 2024 and 2023. There were 7,989471, and 6,502,845 weighted average shares outstanding for the three months ended March 31, 2024 and 2023, respectively. All warrants, options, and unvested restricted stock units were excluded from the calculation of net loss per share for the periods presented.

Table of Contents

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 shares for the three months ended March 31, 2024 and 2023 (unaudited), as they would be anti-dilutive:

		Three Months Ended March 31,
	2024		2023
Common stock warrants		2,839,633		824,340
Restricted stock units		497,555		178,945
Stock options		570,748		607,690
		3,907,936		1,610,975

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.

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 and accounts payable approximate fair values due to the short-term nature of these instruments.

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

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. These amendments in ASU 2021-08 became effective for us as of the beginning of our 2024 fiscal year. The Company adopted this accounting guidance effective January 1, 2024. Its adoption did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements.

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

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. INVENTORIES

Inventories are summarized as follows:

	*March 31, 2024*
	*(unaudited)*			*December 31, 2023*
Raw materials	$	405,783		$	488,548
Work-in-process		146,346			132,511
Finished goods		1,231,128			922,194
Inventory allowance		(9,661	)		(9,661	)
Inventory, net	$	1,773,596		$	1,533,592

As of March 31, 2024 and December 31, 2023, there was an inventory allowance of $9,661 made up of potential scrap and obsolete inventory.

4. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

	*March 31, 2024*
	*(unaudited)*			*December 31, 2023*
Production assets	$	1,968,056		$	1,927,958
Computer equipment and software		937,957			937,957
Lab equipment		3,588,613			3,588,560
Office furniture and fixtures		1,328,570			1,328,570
Leasehold improvements		228,143			228,143
		8,051,339			8,011,188
Less accumulated depreciation		(4,718,384	)		(4,352,104	)
	$	3,332,955		$	3,659,084

Depreciation and amortization expense was $366,281 and $398,321 for the three months ended March 31, 2024 and 2023, respectively.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10, Property, Plant, and Equipment. ASC 360-10 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.

Table of Contents

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 General Credit and Security Agreement (the "Credit Agreement"), the Company may 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 will automatically be reduced by 1/48 ^th each month during the term of the facility. The Credit Agreement also allows 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 Assignment of Accounts and Security Agreement (the “AR Agreement”).

Under the terms of the AR Agreement, Spectrum has 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.

The scheduled term of the Spectrum Loan Facility is 24 months from the Spectrum Effective Date, unless earlier terminated as per the terms of the Spectrum Loan Facility. The term of the facility will automatically renew unless either party provides at least 60 days’ notice prior to the scheduled expiration date. 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 March 31, 2024, the Company was in compliance with these covenants and restrictions.

The Company has borrowed $2.2 million under the Spectrum Loan Facility as of March 31, 2024. The Company includes the interest expense of the Spectrum Loan Facility ($70 thousand) as part of its interest expense on its unaudited interim condensed consolidated statements of operations, and the total amount of $2.2 million borrowed under the Spectrum Loan Facility is included as short-term debt on the consolidated balance sheet as of March 31, 2024.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Salem Loan Facility

On August 11, 2022, the Company entered into the Salem Loan Facility with Salem. The Salem Loan Facility provided financing to the Company in the aggregate amount of up to $8.0 million, with an initial advance of $5.0 million. In addition to a 2.0% closing fee, the Company issued Salem 25,000 shares of common stock as consideration for the Salem Loan Facility. The Company agreed to issue up to an additional 25,000 shares of common stock in the event Salem advanced the additional $3.0 million.

On May 1, 2023, Salem made an additional advance of $1.5 million to the Company. At the same time, the Company agreed to increase the interest rate for the Salem Loan Facility from 13.0% to 14.0% per annum, with 11.0% payable monthly and 3.0% payable either monthly or at maturity, with the outstanding principal and interest due in August 2027. In conjunction with the additional advance of $1.5 million, the Company paid Salem a closing fee of $60 thousand and issued 12,500 shares of common stock to Salem. The $1.5 million advance was allocated between notes payable, common stock and additional paid-in capital based on the relative fair value of the underlying common stock and had an approximate effective interest rate of 17%. If the Company repays the loan during the first three years of the term, it is required to pay a prepayment premium equal to (i) 3.0% of the prepaid principal during year 1, (ii) 2.0% of the prepaid principal during year 2, and (iii) 1.0% of the prepaid principal during year 3. The Salem Loan Facility contained customary affirmative and negative covenants that imposed restrictions on the Company’s financial and business operations, including limitations on liens, indebtedness, fundamental changes and changes in the nature of the Company’s business, the purchase or redemption of any Company stock, and the declaration or payment of any dividends on the Company's stock. On June 30, 2023, the Company entered into an amendment to its agreement with Salem that delayed the application of one of the financial covenants.

On August 14, 2023, Salem made an additional advance of $1.5 million to the Company. The interest rate for the advance was 14.0% per annum, with principal and interest due in August 2027. In conjunction with this advance, the Company incurred cash closing costs of $78 thousand, including a closing fee of $45 thousand, and issued 400,000 shares of common stock to Salem. The $1.5 million advance was allocated between notes payable, common stock and additional paid-in capital based on the relative fair value of the underlying common stock and an approximate effective interest rate of 28%.

On September 5, 2023, the Company and Salem entered into the amended and restated loan agreement (the 'A&R Loan Agreement') in order to (i) provide for additional advances of up to $4.0 million, and (ii) change the maturity date of all previous advances from August 11, 2027 to April 30, 2024. The additional advances have an interest rate of 14.0% per annum, with payment of interest deferred until the April 30, 2024 maturity date. The Company determined that the A&R Loan Agreement represented a debt modification and, accordingly, no extinguishment accounting was required. As a result of prospectively revising the amortization of existing debt discount of previous advances, new approximate effective interest rates between 29% and 98% were established on the previous advances. The A&R Agreement provides that the Company must maintain compliance with certain net cash flow and liquidity requirements. As of March 31, 2024, the Company was in full compliance with all covenants, representations, and warranties set forth in the A&R Loan Agreement.

On September 6, 2023, Salem made an additional discretionary advance of $1.75 million under the Salem Loan Facility. In conjunction with receiving the additional loan facility and drawing down $1.75 million of additional advances, the Company incurred cash closing costs of $88 thousand and issued 660,000 shares of common stock to Salem. The $1.75 million of additional advances was allocated between notes payable, common stock and additional paid-in capital based on the relative fair value of the underlying common stock and had an approximate effective interest rate of 104%.

On October 23, 2023, Salem made an additional advance of $1.25 million under the Salem Loan Facility. The Company incurred cash closing costs of $43 thousand associated with the additional advance, which the Company recognized as deferred debt discount to be amortized over the term of the additional advance and had an approximate effective interest rate of 21%.

On December 18, 2023, Salem made a final advance of $1.0 million under the Salem Loan Facility. In conjunction with receiving the additional advance, the Company incurred cash closing costs of $45 thousand which the Company recognized as deferred debt discount to be amortized over the term of the additional advance and had an approximate effective interest rate of 26%.

In the second half of 2023, AMB Investments, LLC and others purchased participation interests in $5.5 million of additional advances made under Salem Loan Facility. AMB Investments, LLC owns a 47.17% participation interest in those advances, giving it a pecuniary interest in approximately $2.6 million of the Salem Loan Facility and 500,000 shares of common stock issued to Salem in connection with the advances made in the second half of 2023. Director, Gary Smith is President of AMB Investments, LLC.

On March 28, 2024, Salem extended the maturity date of the Salem Loan Facility from April 30, 2024 to January 31, 2026. Additional revisions included changing the interest rate to (i) 3% payment-in-kind and (ii) 11% cash interest for the entire Salem Loan Facility. In addition the Company paid Salem an aggregate fee of $100,000 in connection with the revisions and $654,308 of outstanding paid-in-kind interest was exchanged for 261,723 shares of common stock and five-year warrants to purchase 261,723 shares of common stock at an exercise price of $2.50 per share in connection with the 2024 Private Placement referenced in Note 6. The Company determined that the maturity extension and revisions should be accounted for as troubled debt restructuring pursuant to ASC 470. As a result of the troubled debt restructuring, (i) a new effective interest rate of 16.9% was established, and (ii) the aggregate of $100,000 of fees paid to the lender was recorded as debt discount to be amortized over the remaining term of the debt, and (iii) additional debt discount in the amount of $1,278,516 was recorded and to be amortized over the remaining term of the debt, which represents the difference between $654,308 of paid-in-kind interest exchanged for common stock and warrants with an aggregate fair value of $1,932,824 in connection with the 2024 Private Placement.

As of March 31, 2024, the total amount the Company has financed under the Salem Loan Facility is:

Principal amount of promissory notes payable	$	12,000,000
Accrued interest		3,000
Less: unamortized debt issue costs		(159,092	)
Less: unamortized debt discount		(1,665,670	)
Notes payable, net	$	10,178,238

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Convertible Notes Payable

In July 2023, the Company entered into note purchase agreements with certain accredited investors pursuant to which the Company issued unsecured convertible promissory notes in the aggregate principal amount of $790,000 (the "Convertible Notes"), which mature on December 31, 2024 (the “Maturity Date”). Of such aggregate principal amount, the Company issued Convertible Notes in the aggregate principal amount of $710,000 to the Company’s Chief Executive Officer (in the principal amount of $80,000) and his family members (in the aggregate principal amount of $630,000). Convertible Notes in the aggregate principal amount of $290,000 accrue interest at a simple rate of 8.0% per annum, payable at maturity, and one Convertible Note in the principal amount of $500,000 accrues interest at a simple rate of 16.0% per annum, payable at maturity. Upon the issuance of equity securities pursuant to which the Company receives aggregate gross proceeds of at least $2 million (the “Next Equity Financing”), the Convertible Notes will automatically convert into the same equity securities issued in such Next Equity Financing at a conversion price equal to the lowest per share purchase price of equity securities issued in the Next Equity Financing. Further, in the event of a change of control of the Company, each convertible note will, at the election of the holder, either be: (a) repaid in cash at an amount equal to the sum of (i) the outstanding principal balance and all accrued and unpaid interest due on such Convertible Note plus (ii) an additional amount equal to 20% of such outstanding amount due; or (b) converted into shares of the Company’s common stock equal to the outstanding balance of the Convertible Note (including any accrued but unpaid interest thereon) divided by $6.00 per share. At any time on or after the Maturity Date but prior to the date the Convertible Note is repaid by the Company, at the election of the holder thereof, such holder’s Convertible Note will convert into that number of shares of the Company’s common stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Convertible Note on the date of such conversion by (y) $6.00 per share.

The Company analyzed the embedded features of the Convertible Notes and determined that the Convertible Notes contained (i) an automatic conversion pursuant to which the holders may elect to convert their Convertible Notes into shares of the Company’s common stock at a price of $6.00 per share which did not require bifurcation, (ii) a redemption feature pursuant to an event of a Next Equity Financing which did not require bifurcation, (iii) a put option triggered upon a change of control with a fair value of $15,800 which was bifurcated from the debt host and recorded with a credit to derivative liabilities and a debit to debt discount, and (iv) an automatic conversion pursuant to which the Convertible Notes may be converted into shares of the Company’s common stock at a price of $6.00 per share upon a change of control which did not require bifurcation. Including the impact of the embedded features, Convertible Notes in the aggregate principal amount of $290,000 have an approximate effective simple interest rate of 9.4% per annum, and one Convertible Notes in the principal of $500,000 has an approximate effective simple interest rate of 17.4% per annum. The debt discount was being amortized over the term of the Convertible Notes using the effective interest method and the derivative liabilities are marked-to-market at each reporting date. See Note 8 – Derivative Liabilities for additional details.

On March 28, 2024, all of the Convertible Notes, including accrued interest, were converted into equity in connection with the 2024 Private Placement referenced in Note 6.

New Headquarters and Design Center Capital Addition Financing

In conjunction with the Company's move into expanded office facilities in early 2023, the Company entered into a financing arrangement related to furniture for the new office facilities in April 2022. The total cost of the furniture financed was $1.1 million, which included tax, freight, interim storage, and installation labor. The Company was responsible for paying interest-only payments to the financing company related to the furniture procurement order (interest on principal of $496 thousand) placed in April 2022 prior to the first scheduled principal financing payment, which occurred in August 2022 ($246 thousand). The Company made interest-only payments to the financing company related to the furniture procurement order through August 2022 in the amount of $17 thousand. The total scheduled principal and interest payments to be made after March 31, 2024 related to the April 2022 furniture financing are $277 thousand.

The Company entered into a lease agreement in July 2021 in conjunction with the Company's move into its new headquarters and design center in early 2023 (as described in Note 9 to our unaudited interim condensed consolidated financial statements). The new headquarters and design center were renovated in accordance with plans agreed upon with the landlord. The Company took possession of the building once all improvements and renovations (the "new building asset additions") were substantially complete. Initially, the Company anticipated the new building asset additions being completed and taking possession in September 2022; however, the landlord, as the sole improvement and renovation contractor, experienced significant construction delays and as a result the new headquarters and design center did not become available until the first quarter of 2023. In August 2022, the Company reached an agreement with the landlord over the timing of the payments for the new building asset additions in light of the significant construction delays. The total cost of the new building asset additions was $7.7 million, with the Company being responsible for the balance in excess of the landlord's $3.5 million allowance (the "excess construction costs") plus deferral fees and interest.

As part of the aforementioned August 2022 lease amendment, the Company made the landlord an initial payment of $1.3 million towards the excess construction costs and related financing costs. The August 2022 lease amendment included new financing terms for the excess construction costs, which included a deferral fee (2% per annum) and interest (18% per annum). Thus, the Company paid the landlord a 2% deferral fee which was applied to all excess construction costs as invoiced by the landlord. The Company also paid 18% interest on all excess construction costs and deferral fees from the date the landlord invoiced them until the Company remitted payment. The initial payment of $1.3 million towards the excess construction costs was applied first to accrued interest, then to the deferral fee, and then to excess construction costs. The Company has paid the remaining balance of the excess construction costs of $3.2 million, with the last payment in April 2023. The Company does not owe the landlord for any further excess construction costs as of March 31, 2024.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Debt Maturity

As of March 31, 2024, debt (as discounted) is expected to mature as follows:

2024	$	2,726,570
2025		280,208
2026		12,238,624
2027		192,319
2028		39,525
Thereafter		-
	$	15,477,246

6. COMMON STOCK AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 300,000,000 shares of common stock with a par value of $ 0.0001. 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 March 31, 2024.

Upon the closing of the Merger and the private placement offering in 2021 (the “2021 APO”), there were 5,524,534 shares of common stock issued and outstanding: (i) 4,021,774 shares of common stock issued in the Merger in exchange for the capital stock and convertible debt of Guerrilla RF Operating Corporation, (ii) 495,834 shares of common stock held by pre-merger stockholders of Laffin Acquisition Corp., our predecessor, (iii) an aggregate of 961,092 shares of common stock issued in the 2021 APO, and (iv) an aggregate of 45,834 shares of common stock issued to the placement agent and its affiliates in connection with the 2021 APO. The aggregate gross proceeds from the 2021 APO was $11.5 million before deducting placement agent fees and expenses of approximately $2.1 million.

On December 30, 2022, the Company completed the initial closing of a private placement (the “2022/23 PIPE”) as it entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with investors (the “Purchasers”) pursuant to which the Company sold 647,057 units (the “Units”), each Unit consisting of one share of the Company’s common stock and one warrant to purchase one-half of a share of common stock. The purchase price of each Unit was $7.80 per Unit, resulting in gross proceeds at this initial closing of approximately $5.0 million before the deduction of estimated offering expenses of approximately $700,200. Pursuant to the terms of the 2022/23 Offering, the Company continued to accept subscriptions for Units and had additional closings through February 28, 2023. Altogether, the Company sold 1,183,192 Units, resulting in gross proceeds of approximately $9.2 million before the deduction of estimated offering expenses of approximately $1.2 million.

In connection with the 2021 APO and the 2022/23 PIPE, the Company also issued warrants to the respective placement agents.

Additionally, a total of 1,097,500 shares of common stock were issued to Salem in the years ended December 31, 2023 and 2022 in connection with the Salem Loan Facility. See Note 5 – Debt – Salem Loan Facility for more details regarding common stock issued in connection with debt.

On March 28, 2024, the Company completed the initial closing of 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 purchase price of each 2024 Unit was $2.50, resulting in gross proceeds at this initial closing of approximately $5.0 million and net cash proceeds of approximately $3.0 million. There were estimated offering expenses of approximately $0.6 million and conversion of convertible debt and accrued interest of approximately $2.8 million. The warrants are equity classified and had an aggregate issuance date relative fair value of $2.1 million using the Black-Scholes option pricing model with the following assumptions: expected volatility of 58%, risk-free rate of 4.21%, expected term of 5.5 years, and expected dividends of 0.00%.

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

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Common Stock Warrants

As mentioned above, on February 28, 2023, the Company completed the 2022/23 PIPE. Each Unit sold in the 2022/23 PIPE included one warrant to purchase one-half of a share of common stock. Thus, Units sold in the 2022/23 PIPE included warrants to purchase 769,146 shares, which warrants were issued upon the final closing of the 2022/23 PIPE. The 769,146 warrant shares comprise 591,656 purchaser warrant shares and 177,490 placement agent warrant shares, each exercisable for a period of five years beginning six months following the final closing of the 2022/23 PIPE. Each 2024 Unit sold in the initial closing of the 2024 Private Placement included warrants to purchase 2,015,293 shares, 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. As of March 31, 2024, the total amount of outstanding common stock warrants is 2,839,633.

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 is no issued or outstanding preferred stock as of March 31, 2024 or December 31, 2022.

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. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 each year until 2031 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.

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 Company measures the fair value of each option award on the date of grant using the Black‐Scholes option-pricing model, which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk-free interest rate, and dividend yield. The fair value of each grant of options during the three months ended March 31, 2024 was determined using the methods and assumptions discussed below:

●

The expected term of employee options is determined using the “simplified” method, as prescribed in the SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data.

●	The expected volatility is based on the historical volatility of the publicly traded common stock of a peer group of companies.

●	The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

●	The expected dividend yield is zero because the Company has not historically paid and does not expect to pay a dividend on its common stock for the foreseeable future.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

No stock options were granted in the three months ended March 31, 2024. The weighted average grant date fair value of stock options granted during the three months ended March 31, 2023 was $4.74.

The value of stock options is recognized as compensation expense using the straight-line method over the vesting period. Unrecognized compensation costs related to unvested options at March 31, 2024, and 2023 amounted to$302,461 and $488,721 respectively, which are expected to be recognized over an average of three years.

Stock option activity by share is summarized as follows for the three months ended March 31, 2024 (unaudited):

	*Number of Shares*		*Weighted-Average Exercise Price Per Option*		*Weighted- Average Remaining Contractual Life (in years)*
Shares underlying outstanding awards at December 31, 2023		570,748	$	7.67		5.98
Granted		-		-
Exercised		-		-
Cancelled/Forfeited		-		-
Shares underlying outstanding awards at March 31, 2024		570,748	$	7.67		5.73
Exercisable options at March 31, 2024		523,024	$	5.30		4.75

No options were exercised during the three months ended March 31, 2024. The aggregate intrinsic value of outstanding options exercisable as of March 31, 2024 was $1.1 million. As of March 31, 2024, stock-based compensation of $0.3 million for unvested options will be recognized over a remaining weighted-average requisite service period of 2 years.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

RSU Awards

The RSUs awarded to employees during the three months ended March 31, 2024 vest over three equal annual installments from the date of the grant. The RSUs are subject to the recipient’s continued service through the applicable vesting date. The share-based compensation expense to be recognized for these RSUs over the remaining vesting period subsequent to March 31, 2024 is approximately $1.9 million.

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 (unaudited):

	*Three Months Ended March 31,*
	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		454,566		$	7.35
Granted		88,444			4.24
Vested		(43,874	)		10.42
Cancelled/Forfeited		(1,581	)		10.76
Outstanding at March 31, 2024		497,555		$	6.39

Pursuant to awards made under the 2014 Plan and the 2021 Plan, the Company recorded stock-based compensation expense in the following expense categories in the unaudited interim condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023:

		*Three Months Ended March 31,*
	*2024*		*2023*
Direct product costs	$	24,982	$	17,665
Research and development		126,344		65,731
Sales and marketing		65,692		45,459
General and administrative		179,179		139,785
	$	396,197	$	268,640

No income tax benefits have been recognized in the unaudited interim condensed consolidated statements of operations for stock-based compensation arrangements, and no stock-based compensation costs have been capitalized as property and equipment through March 31, 2024.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. DERIVATIVE LIABILITIES

As of January 1, 2024, the Company had Level 3 derivative liabilities that were measured at fair value at issuance, related to the put options of the Convertible Notes. On March 28, 2024, the redemption feature of the Company’s Convertible Notes was triggered prompting the Company to mark-to-market the fair value of the bifurcated put options of the Convertible Notes. As of March 28, 2024, the Company determined that the probability of settlement pursuant to such put option was de minimis and, as a result, the fair value of such bifurcated put options was $0. As of March 31, 2024, the Company had no derivative liabilities as the underlying Convertible Notes were converted into shares of common stock. See Note 5 – Debt – Convertible Notes for additional details regarding the conversion of the Convertible Notes. The put options were valued using a discounted cash flow valuation technique.

The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis:

Beginning balance as of January 1, 2024	$	158,000
Change in fair value of derivative liabilities		(158,000	)
Ending balance on March 31, 2024	$	-

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*	*March 31, 2024*
Operating Leases:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	10,209,384

Current portion of operating lease liabilities	Operating lease, current portion		731,952
Noncurrent portion of operating lease liabilities	Operating lease		5,994,557
Total operating lease liabilities		$	6,726,509

Finance Leases:
Finance lease right-of-use assets	Property, plant, and equipment	$	2,258,520

Current portion of finance lease liabilities	Finance lease, current portion		939,975
Noncurrent portion of finance lease liabilities	Finance lease		1,394,430
Total finance lease liabilities		$	2,334,405

Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:

	*For the Three Months Ended March 31,*
	*2024*		*2023*
Operating lease cost	$	476,891	$	296,498

Finance lease cost:
Amortization of lease assets		265,969		314,428
Interest on lease liabilities		45,809		68,918
Total finance lease costs	$	311,778	$	383,346

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other supplemental information related to leases is summarized as follows:

	*March 31, 2024*
Weighted average remaining lease term (in years):
Operating leases		8.46
Finance leases		2.79

Weighted average discount rate:
Operating leases		11.02	%
Finance leases		7.60	%

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024:
Operating cash flows from operating leases	$	381,204
Operating cash flows from finance leases	$	45,320
Financing cash flows from finance leases	$	238,171

The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of March 31, 2024 :

	Payments Due by Period
	2024⁽¹⁾		2025		2026		2027		2028		Thereafter		Total
Operating leases	$	1,078,776	$	1,233,668	$	1,056,589	$	1,076,140	$	1,096,206	$	4,890,149	$	10,431,528
Less present value adjustment		528,775		635,214		580,820		524,555		460,933		974,722		3,705,019
Operating lease liabilities	$	550,001	$	598,454	$	475,769	$	551,585	$	635,273	$	3,915,427	$	6,726,509

Finance leases	$	851,937	$	815,150	$	722,306	$	156,861	$	49,664	$	10,702	$	2,606,620
Less interest		113,148		97,612		46,269		11,256		3,787		143		272,215
Finance lease liabilities	$	738,789	$	717,538	$	676,037	$	145,605	$	45,877	$	10,559	$	2,334,405

⁽¹⁾ Amounts are for the remaining nine months ending December 31, 2024.

The Company leases its former headquarters, located in Greensboro, North Carolina under a lease agreement which expires in June 2024. The lease agreement allows for early cancellation, subject to payment of an early cancellation penalty. Under the lease agreement, the Company is responsible for certain insurance and maintenance expenses. In addition, the lease agreement contains scheduled rent increases. The related rent expense for the lease is calculated on a straight-line basis according to the rental terms of the lease.

New Headquarters and Design Center

In July 2021, the Company entered into a lease agreement for its new headquarters and design center (also in Greensboro, North Carolina), with a lease term of ten years and two months from the date the Company commences occupancy, which occurred in the first quarter of 2023. Under the lease agreement, the Company is responsible for certain insurance and maintenance expenses, which are not part of the minimum lease payments. In addition, the lease agreement contains scheduled rent increases. Upon taking control of the building, the related rent expense for the lease is calculated on a straight-line basis according to the lease's rental terms. The Company commenced remitting scheduled lease payments in the second quarter of 2023. The Company anticipates an annual lease expense of approximately $1.5 million over the term of the lease. Lease expense recognition commenced in the first quarter of 2023. The initial lease payment was made in the second quarter of 2023. As disclosed in Note 5, the total cost of the new building asset additions were $7.7 million, with the Company being responsible for the balance in excess of the landlord's $3.5 million allowance (the "excess construction costs") plus deferral fees and interest.

In conjunction with the Company's move into the new headquarters and design center in early 2023, the Company entered into a financing lease arrangement related to furniture for the new office facilities in April 2022. The total cost of the furniture financed was$1.1 million, which included tax, freight, interim storage, and installation labor. The Company was responsible for paying interest-only payments to the financing company related to the furniture procurement order (interest on principal of $496 thousand) placed in April 2022 prior to the first scheduled principal financing payment, which occurred in August 2022 ($246 thousand). The Company made interest-only payments to the financing company related to the furniture procurement order through August 2022 in the amount of $17 thousand. The total scheduled principal and interest payments to be made after March 31, 2024 related to the furniture financing are $277 thousand.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company recorded advanced rent amounts paid and payable to the landlord as long-term prepaid expenses and other on the consolidated balance sheet as of December 31, 2022. These amounts were reclassified to the operating lease right-of-use asset upon lease commencement in the first quarter of 2023.

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 March 31, 2024, or December 31, 2023.

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 March 31, 2024, or December 31, 2023.

Employment Agreement

The Company has entered into an employment agreement with one executive. This employment agreement was entered into effective as of January 1, 2020 and automatically renews annually. The Company desired the assurance of the executive's continued association and services to retain the executive's experience, skills, abilities, background, and knowledge. The employment is at-will, and the Company may terminate the employment relationship at any time, with or without cause, and with or without notice. The terms of the agreement stipulate compensation, benefits, specific restrictive covenants, and Company obligations upon termination of the employment agreement, including severance pay calculated as twelve monthly payments of the executive's monthly base salary.

Salary Deferral Program

The Company introduced a voluntary salary deferral program in order to facilitate increased employee ownership in the Company, whereby all employees were offered the opportunity to defer a portion of their salaries, in anticipation of some or all of the deferred payments being invested in a future capital raise. Beginning June 28, 2023, Ryan Pratt, CEO and Chairman of the Company, Mark Mason, the Company’s Chief Operating Officer, John Berg, the Company’s Chief Financial Officer, and Kellie Chong, Chief Business Officer, elected to defer approximately 68%, 68%, 52%, and 25%, respectively, of their salaries as participants in the program along with a number of other employees. The Company subsequently terminated this program and effective September 4, 2023, the Company’s entire executive management team, including Ryan Pratt, CEO and Chairman of the Company, John Berg, the Company’s Chief Financial Officer, Mark Mason, the Company’s Chief Operating Officer, and Kellie Chong, the Company’s Chief Business Officer, voluntarily reduced their salaries by 20% as part of a plan by the Company to reduce expenses. Following the closing of the 2024 Private Placement, the Board of Directors reinstated the salaries of the management team, effective January 1, 2024. The voluntary salary deferred payments were repaid to employees in March 2024.

10. INCOME TAXES

The Company did not have any income tax expense for the three months ended March 31, 2024 or 2023.

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items recorded in the interim period. The provision for income taxes for the three months ended March 31, 2024 and 2023 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to a valuation allowance.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year and permanent differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or the tax environment changes.

In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to realize deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of March 31, 2024, and December 31, 2023.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Deferred tax assets and liabilities are determined based on the differences between the unaudited interim condensed consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse.

Potential 382 Limitation

At December 31, 2023, the Company had federal NOL and R&D credit carryforwards of approximately $26,826,582 and $858,020, respectively, which are generally available to offset future taxable income subject to any future "ownership change."

The Company’s ability to utilize its net operating loss ("NOL") and research and development ("R&D") credit carryforwards may be substantially limited due to ownership changes that could occur in the future, as provided under Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), as well as similar State provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of a company's outstanding stock by certain stockholders or public groups.

If the Company experiences an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. The Section 382 limitation is a limitation on the amount of a new loss corporation’s post-change year taxable income that can be offset by the old loss corporation’s pre-change NOLs. Any such limitation may result in the expiration of a portion of the Company's NOL or R&D credit carryforwards before utilization. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the Company's deferred tax valuation allowance.

In 2022, the Company's tax advisors completed a study to assess whether one or more ownership changes had occurred since the Company became a loss corporation under the definition of Section 382. At that time, it was determined that the Company had not experienced any "ownership changes" since 2014. As of March 31, 2024, the Company does not believe that an ownership change has occurred. As a result, as of March 31, 2024, no amounts were considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740. The Company has a full deferred tax valuation allowance as of March 31, 2024.

11. Related Party Transactions

See Note 5 – Debt – Convertible Notes for details regarding the conversion of the Convertible Notes in connection with the 2024 Private Placement.

See Note 5 – Debt – Salem Loan Facility for details regarding AMB Investments, LLC participation in the Salem Loan Facility, and the debt conversion in connection with the 2024 Private Placement.

Participation in the 2024 Private Placement

Certain existing shareholders, including investors affiliated with certain of our directors and officers, purchased an aggregate of 612,473 Units in conjunction with the initial closing of the 2024 Private Placement on March 28, 2024.

Table of Contents

GUERRILLA RF, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 $82,621 and $89,636 of contributions to the plan in the three months ended March 31, 2024 and 2023, respectively.

13. Subsequent Events

Management has evaluated subsequent events occurring after March 31, 2024, through May 14, 2024, the date the unaudited interim condensed consolidated financial statements were issued, and concluded the following subsequent events have occurred during that period but were not recognized in the unaudited interim condensed financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

Acquisition of GaN Device Portfolio from Gallium Semiconductor

On April 26, 2024, the Company finalized the acquisition of Gallium Semiconductor's entire portfolio of GaN power amplifiers and front-end modules. The Company acquired all previously released components as well as new cores under development at Gallium Semiconductor. Additionally, all associated intellectual property (IP) has been transferred to the Company as part of this portfolio acquisition. By integrating these assets, the Company intends to significantly enhance its ongoing efforts to develop and commercialize a new line of GaN devices tailored for wireless infrastructure, military, and satellite communications applications. The Company did not acquire any employees or facilities.

Table of Contents

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, 2023 as filed with the SEC on March 29, 2024.

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;

● 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;

Table of Contents

● 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;

● if we fail to maintain effective internal control over financial reporting, we may not be able to report our financial results accurately and timely;

● 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.

Table of Contents

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. It outsources the manufacture and production of its MMIC products to subcontractors located overseas, providing access to multiple semiconductor process technologies. Guerrilla RF’s primary external wafer foundries are in Taiwan and Singapore, and its primary assembly and test suppliers are located in Malaysia and the Philippines. We have produced and distributed in excess of 200 million products in our portfolio of products to over 200 end customers worldwide.

Table of Contents

FIRST QUARTER FISCAL 2024 FINANCIAL HIGHLIGHTS

● Revenue for the first quarter of fiscal 2024 increased 57.6% as compared to the first quarter of fiscal 2023, primarily due to higher demand for our wireless infrastructure products (up 405%) and repeaters and attenuators (up 90%), compared to the prior year period. In the first quarter of 2024, the Company experienced a significant increase in wireless infrastructure business due to a key design ramp with a new customer. In the first quarter of 2024, new customer sales as well as existing customer sales both contributed to the increased demand for our products with new customer sales up 284% from the first quarter of 2023 and existing customer sales up 21%.

●Gross profit for the first quarter of fiscal 2024 was 62.8% of revenues as compared to 56.6% for the first quarter of fiscal 2023. The Company's contribution margin increased to 73.8% in the first quarter 2024, from 73.1% in the first quarter 2023, as product mix and a shift to higher margin wireless infrastructure products. Over these same periods, overhead spending increased slightly in absolute terms (less than $0.1 million), and as a percentage of sales it decreased from 16.5% in the first quarter of 2023 to 11.0% in the first quarter of 2024.

● Operating loss was $1.8 million for the first quarter of 2024, as compared to $3.7 million for the first quarter of 2023. This decrease in operating loss was primarily due to higher revenues and gross profits which grew at a significant pace while operating expenses decreased 10% due to reductions in wages and benefits. Operating expenses decreased $0.5 million from $5.5 million for the three months ended December 31, 2023, to $5.0 million for the three months ended March 31, 2024. Relative to sales, operating expenses decreased as a percentage (98% in the first quarter of 2024 vs. 170% in the first quarter of 2023). R&D costs decreased 13% when compared to the prior year period. Sales and marketing remained flat at $1.4 million while administrative costs reduced slightly by 6%.

● Net loss per share was $0.42 and $0.62 for the first quarter of fiscal 2024 and 2023, respectively.

Key Metrics (Non-GAAP Measures)

These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Company results as reported under GAAP. The Company compensates for such limitations by relying primarily on GAAP results and using non-GAAP measures only as supplemental data. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures, as defined by us, may differ from and may not be comparable to similarly titled measures used by other companies.

We regularly review the following key metrics to measure our performance, identify trends affecting our business, formulate financial projections, make strategic business decisions, and assess working capital needs.

	Three Months Ended March 31,
	2024 (unaudited)		2023 (unaudited)
Key Metrics
Number of products released		2		2
Number of total products		133		121
Number of products with lifetime revenue exceeding $100 thousand		67		54
Product backlog	$8.3 million		$6.50 million

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. 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.

Table of Contents

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, 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.

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 leases.

Results of Operations

The following table summarizes the results of our operations for the periods presented:

	Three Months Ended March 31,
	2024			2023
	(unaudited)			(unaudited)
Revenues	$	5,091,249		$	3,230,888
Direct product costs		1,870,675			1,403,345
Gross profit		3,220,574			1,827,543
Operating expenses:
Research and development		2,251,533			2,586,169
Sales and marketing		1,352,909			1,361,949
General and administrative		1,454,695			1,546,163
Total operating expenses		5,059,137			5,494,281
Operating loss		(1,838,563	)		(3,666,738	)
Other income (expenses):
Interest expense		(1,684,787	)		(341,857	)
Change in fair value of derivative liabilities		158,000			—
Other income (expenses)		(7,202	)		7,177
Total other income (expenses), net		(1,533,989	)		(334,680	)
Net loss	$	(3,372,552	)	$	(4,001,418	)

Comparison of the three months ended March 31, 2024 and 2023 (unaudited):

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Revenues	$	5,091,249	$	3,230,888		1,860,361		58	%

Revenues increased $1.9 million to $5.1 million for the three months ended March 31, 2024, as compared to $3.2 million for the three months ended March 31, 2023. The increase in revenues was attributable to a $1.3 million increase in wireless infrastructure product shipments as design wins at new customers drove volume up. Revenues were also impacted by increased demand from to our international customers, which doubled to $0.7 million. Our catalogue products also enjoyed healthy increases growing by 97% to $2.1 million. The only category to decline over this period was our automotive products which saw a pause in its growth from the growth experienced over the last few years. Automotive products declined 19% from $1.7 million to $1.4 million.

Table of Contents

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 Guerrilla RF’s annual product shipment revenue. Using this definition, Guerrilla RF had one major customer, RFPD, during the three months ended March 31, 2024, and March 31, 2023. RFPD, a large product distributor serving numerous end-user customers, generated 82% and 84% of product revenue for the three months ended March 31, 2024 and 2023, respectively. Our existing product sales increased from $2.9 million for the three months ended March 31, 2023 to $4.4 million for the three months ended March 31, 2024, as a result of increased sales from new and existing design wins that ramped in 2024.. We also continue to grow our business through the acquisition of new customers. Sales to new customers grew 284% to $2.0M for the three months ended March 31, 2024, compared to $0.5M for the three months ended March 31, 2023.

Nonproduct (royalty and non-recurring engineering ("NRE")) revenues were down $0.2 million for the three months ended March 31, 2024, compared to March 31, 2023, at essentially $0.

International shipments grew substantially at 100% from $0.3 million to $0.7 million (approximately 14% of Q1 2024 sales) for the three months ended March 31, 2024 and 2023.

Direct Product Costs and Gross Profit

	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Direct product costs	$	1,870,675	$	1,403,345		467,330		33	%
Gross profit	$	3,220,574	$	1,827,543		1,393,031		76	%

Direct product costs increased $0.5 million to $1.9 million for the three months ended March 31, 2024, compared to $1.4 million for the three months ended March 31, 2023. The 35% increase in direct product cost was driven by a sales volume increase of 58%. Increases in direct product costs were less than increases in revenues as product mix resulted in lower costs relative to revenue. Gross profit as a percentage of sales increased from 56.6% for the first quarter of 2023, to 62.8% for first quarter of 2024 driven by higher contribution margins from product mix shifts.

Research and Development Expenses

	Three Months Ended March 31,
	2024		2023		$ Change			% Change
Research and development	$	2,251,533	$	2,586,169		(334,636	)		(13	)%

Research and development expenses decreased $0.3 million to $2.3 million for the three months ended March 31, 2024, compared to $2.6 million for the three months ended March 31, 2023. The decrease was attributable to a slight decrease in wages and benefits of ($0.1 million), a decrease of ($0.2 million) in facilities, information technology support and lab expenses, and ($0.1 million) of reductions on R&D prototyping activities.

Sales and Marketing Expenses

	Three Months Ended March 31,
	2024		2023		$ Change			% Change
Sales and marketing	$	1,352,909	$	1,361,949		(9,040	)		(1	)%

Sales and marketing expenses remained flat at $1.4 million for the three months ended March 31, 2024 and 2023. Staffing costs remained relatively consistent year over year as did sales and marketing spending and travel and other related expenses.

General and Administrative Expenses

	Three Months Ended March 31,
	2024		2023		$ Change			% Change
General and administrative expenses	$	1,454,695	$	1,546,163		(91,468	)		(6	)%

General and administrative expenses remained relatively flat at $1.5 million for the three months ended March 31, 2024 and 2023. Within general and administrative expenses salaries and benefits decreased slightly by ($0.1 million) due to staffing changes while facilities ands certain support costs increased lightly by $0.1 million.

Table of Contents

Other Income (Expenses)

	Three Months Ended March 31,
	2024			2023			$ Change			% Change
Interest expense	$	(1,684,787	)	$	(341,857	)	$	(1,342,930	)		393	%
Change in fair value of derivative liabilities	$	158,000		$	—		$	158,000			0	%
Other income (expense)		(7,202	)		7,177		$	(14,379	)		-
Total other income (expenses), net	$	(1,533,989	)	$	(334,680	)	$	(1,199,309	)		358	%

Interest expense increased approximately $1.3 million to $1.7 million for the three months ended March 31, 2024, compared to $0.3 million for the three months ended March 31, 2023. The increase was attributable to two debt facilities the Company originally entered into during fiscal 2022. The first is an asset-based loan with a total available draw of up to $3.75 million secured by inventory and accounts receivables, established in June 2022. The second is a $12 million commercial loan facility of which the Company has drawn fully as of March 31, 2024, This facility was initially established in the third quarter of 2022 and matures in January 2026.

Other income was insignificant in both the first three months ended March 31, 2023 and 2024.

Table of Contents

Liquidity and Capital Resources

Our primary source of liquidity has been cash raised from private placements and debt financing. As of March 31, 2024, we had cash resources of $3.6 million. We also have two loan facilities, one of which is for up to $3.75 million with a specialty lender (referred to as the Spectrum Loan Facility, described in Note 5 to our unaudited condensed consolidated financial statements), and the other of which is for up to $12.0 million 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 March 31, 2024, we had drawn down $2.2 million under the Spectrum Loan Facility and $12.0 million under the Salem Loan Facility. On March 28, 2024 we completed the initial closing of the 2024 Private Placement of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On April 7, 2024, we completed a second closing, raising net cash proceeds of approximately $0.1 million after deduction of expenses. The Company believes that its existing cash and cash equivalents following this raise will provide sufficient resources to support operations through the rest of this fiscal year and beyond. However, we may seek additional funding opportunities if management believes such funds can be successfully invested in business opportunities for the Company.

As described in Note 1 to our consolidated financial statements, we have incurred recurring losses and negative cash flows from operations since inception and have an accumulated deficit at March 31, 2024 of $46.4 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 cash reserves will provide the necessary working capital to conclude the Company is a going concern.

Cash (used in) provided by:

	Three Months Ended March 31,
	2024			2023

Operating activities	$	(842,394	)	$	(5,835,386	)
Investing activities		(26,000	)		(117,799	)
Financing activities		3,687,786			3,490,346
Net increase (decrease) in cash	$	2,819,392		$	(2,462,839	)

Table of Contents

Operating Activities

Cash used in operating activities was $0.8 million and $5.8 million for the three months ended March 31, 2024 and 2023, respectively. Cash used in operating activities for the three months ended March 31, 2024 was principally due to our net loss of $3.4 million, non-cash items of $1.9 million, increase in accounts receivables of $0.7 million, inventories of $0.2 million, and offset by payable and accrued liabilities increase of $1.4 million. For the three months ended March 31, 2024, non-cash items that were a part of the net operating loss included depreciation and amortization of $0.4 million, stock-based compensation of $0.4 million, and non-cash and accretion of notes payable of $1.2 million.

Cash used in operating activities for the three months ended March 31, 2023 was principally due to our net loss of $4.0 million. For the three months ended March 31, 2023, non-cash items that were a part of the net operating loss included depreciation of $0.4 million and stock-based compensation of $0.3 million. During the three months ended March 31, 2023, increases in trade accounts receivable of $0.5 million and decreases to accounts payable and accrued expenses of $1.9 million partially contributed to the net loss for operating cash flow as noted above.

Investing Activities

Cash used in investing activities was $26 thousand and $118 thousand for the three months ended March 31, 2024 and 2023, respectively. Cash used in investing activities resulted from capital expenditures on property and equipment for all periods presented.

Financing Activities

Cash provided by financing activities for the three months ended March 31, 2024 of $3.7 million was primarily attributable to net proceeds of $3.0 million from private placement equity financing, $1.0 million of additional net debt financing, and $0.3 million of payments related finance leases and insurance premiums.

Cash provided by financing activities for the three months ended March 31, 2023 of $3.5 million was primarily attributable to net private placement offering proceeds of $3.7 million, partially offset by principal payments on capital leases.

Contractual Obligations and Commitments

The following summarizes our significant contractual obligations as of March 31, 2024 (unaudited). As mentioned above, associated with the move into our new business headquarters and design center in the first quarter of 2023, the Company paid what it anticipates was its final payment of $66 thousand of excess construction costs and related interest and deferral fees for which it will be responsible in April 2023. The Company does not anticipate any further excess construction costs and related interest and deferral fees subsequent to March 31, 2024 that would be material to the Company's reported financial results.

	Payments due by period
	Total		Less than 1 year		1 – 3 years		4 – 5 years		More than 5 years
Purchase order obligations	$	840,039	$	840,039	$	—	$	—	$	—
Long-term notes		12,003,000		—		12,003,000		—		—
Long-term debt		634,717		—		402,873		231,844		—
Short-term debt		2,839,529		2,839,529		—		—		—
Operating lease obligations		6,726,509		731,952		892,272		1,186,858		3,915,427
Finance lease obligations		2,334,405		939,975		1,192,389		191,482		10,559
Total	$	25,378,199	$	5,351,495	$	14,490,534	$	1,610,184	$	3,925,986

Off-Balance Sheet Arrangements

As of March 31, 2024 and December 31, 2022, 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.

Table of Contents

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 revenue recognition, the valuation of our stock-based compensation, including the underlying estimated fair value of our common stock, lease accounting, income taxes including the valuation allowance for deferred tax assets, and going concern considerations. 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, the Critical Accounting Policies and Significant Judgments and Estimates included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 29, 2024, 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.

Liquidity and Going Concern

We have fully drawn down all available funds under the Salem Loan Facility ($12.0 million). We continue to utilize to our fullest ability our asset-based line with Spectrum, which we refer to as the Spectrum Loan Facility. On March 28, 2024, we completed the initial closing of the 2024 Private Placement of approximately $5 million, raising net cash proceeds of approximately $3 million, after deduction of expenses and the conversion of existing debt. On April 7, 2024, we completed a second closing, raising net cash proceeds of approximately $0.1 million after deduction of expenses. In addition, on March 28, 2024, Salem extended the maturity date of the Salem Loan Facility from April 30, 2024 to January 31, 2026.

Our recurring operating losses and our current operating plans raise substantial doubt about our ability to continue as a going concern for the next twelve months. Our independent registered public accounting firm issued their audit report on our consolidated financial statements for the years ended December 31, 2023 and 2022, which included an explanatory paragraph as to our ability to continue as a going concern.

The Company had a cash balance of $3.6 million as of March 31, 2024. As of March 31, 2024, the outstanding balance under the Spectrum Loan Facility was $2.2 million and the outstanding balance under the Salem Loan Facility was $12.0 million. The Company believes that its existing cash and cash equivalents will provide sufficient resources to support operations through fiscal 2024 and into 2025. If the Company experiences unexpected downturn in business or pressure on its gross margins it may find that cash reserves become very low and endanger the ability to continue operations as the company wishes to. If the Company is unable to secure additional funding in such situations it may be unable to fund ongoing operations and pay its obligations as they become due. The Company must also make arrangements to renew or replace the Spectrum and Salem Loan Facilities before they mature. There is no assurance that appropriate additional funding will be available on terms which are acceptable to the Company, or at all. This requirement for additional funding and the renewal of existing loan facilities raises substantial doubt about the Company’s ability to continue as a going concern. This requirement for additional funding and the renewal of existing loan facilities raises substantial doubt about the Company’s ability to continue as a going concern.

Share-Based Compensation

We recognize the grant-date fair value of share-based awards issued as compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. To date, we have not issued awards where vesting is subject to performance or market conditions. The fair value of stock options is estimated at the time of grant using the Black-Scholes option pricing model, which requires the use of inputs and assumptions such as the fair value of the underlying common stock, exercise price of the option, expected term, risk-free interest rate, expected volatility and dividend yield, the most critical of which is the estimated fair value of our common stock.

The estimated fair value of each grant and modification of stock options awarded during fiscal 2024 and 2023 was determined using the following methods and assumptions:

●	Fair value of common stock. Market trading value.

●

Expected term. Due to the lack of a large public market for the trading of our common stock and the lack of sufficient company-specific historical data, the expected term of employee stock options is determined using the “simplified” method, as prescribed in SAB No.107 ("SAB 107"), Share-Based Payment, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option.

Table of Contents

●	Risk-free interest rate. The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

●	Expected volatility. The expected volatility is based on historical volatilities of peer companies within our industry which were commensurate with the expected term assumption, as described in SAB 107.

●	Dividend yield. We assume a dividend yield of 0% because we have never paid, and for the foreseeable future do not expect to pay, a dividend on our common stock.

The inputs and assumptions used to estimate the fair value of share-based payment awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different inputs and assumptions, our share-based compensation expense could be materially different for future awards.

The Option Price Method, or OPM, treats common stock as call options on a company’s enterprise value, with exercise prices based on the liquidation preferences of the preferred stock. The OPM uses the Black-Scholes option-pricing model to determine the price of the call option. The OPM is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts would be highly speculative.

Our common stock became quoted on the OTCQX, an OTC Markets Group trading platform, on May 13, 2022. We began using our quoted common stock price as a fair value estimation factor to value our common stock once it achieved sufficient trading volume during the year ended December 31, 2022.

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.

Table of Contents

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 December 31, 2023, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

In order to address our significant deficiency, we have improved our processes for the review of lease modifications, terminations and additions at a detailed level at the senior financial management level.

Table of Contents

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.

Table of Contents

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 March 31, 2024 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.

Table of Contents

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 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
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
10.1	Securities Purchase Agreement, dated March 28, 2024, between the Company and the Purchasers listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).	8-K	000-56238	10.1	April 1, 2024
10.2	Registration Rights Agreement, dated March 28, 2024, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).	8-K	000-56238	10.4	April 1, 2024
10.3	Amendment No. 1 to Amended and Restated Loan Agreement, dated March 28, 2024, between the Company and Salem Investment Partners V, Limited Partnership (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).	8-K	000-56238	10.5	April 1, 2024

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 John Berg, 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 John Berg, 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 March 31, 2024, formatted in Inline XBRL and contained in Exhibit 101.	X

Table of Contents

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: May 14, 2024	By:	/s/ Ryan Pratt
		Ryan Pratt Chief Executive Officer (principal executive officer)

	GUERRILLA RF, INC.

Date: May 14, 2024	By:	/s/ John Berg
		John Berg Chief Financial Officer (principal financial officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan Pratt, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Guerrilla RF, Inc. for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2024

By:

/s/ Ryan Pratt

Ryan Pratt

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Berg, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Guerrilla RF, Inc. for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2024

By:

/s/ John Berg

John Berg

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Guerrilla RF, Inc. (the "Company") for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 14, 2024

By:

/s/ Ryan Pratt

Ryan Pratt

President, Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 14, 2024

By:

/s/ John Berg

John Berg

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 02, 2024
Document Information [Line Items]
Entity Central Index Key	0001832487
Entity Registrant Name	Guerrilla RF, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-56238
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3837067
Entity Address, Address Line One	2000 Pisgah Church Road
Entity Address, City or Town	Greensboro
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27455
City Area Code	336
Local Phone Number	510-7840
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,008,890

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets
Cash	$ 3,600,710	$ 781,318
Accounts receivable, net	2,819,814	2,079,111
Inventories, net	1,773,596	1,533,592
Prepaid expenses	540,911	458,313
Total Current Assets	8,735,031	4,852,334
Operating lease right-of-use assets	10,209,384	10,500,620
Property, plant, and equipment, net	3,332,955	3,659,084
Total Assets	22,277,370	19,012,038
Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued expenses	3,590,654	2,099,537
Short-term debt	2,839,529	1,628,667
Derivative liabilities	0	158,000
Operating lease liability, current portion	731,952	745,969
Finance lease liability, current portion	939,975	978,543
Notes payable, current portion, net	0	10,948,668
Total Current Liabilities	8,102,110	17,338,478
Long-term debt	634,717	698,600
Operating lease liability	5,994,557	6,176,508
Finance lease liability	1,394,430	1,593,979
Notes payable	10,178,238	0
Total Liabilities	26,304,052	25,807,565
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value, 300,000,000 shares authorized, 9,952,598 and 7,893,205 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	995	789
Additional paid-in capital	42,384,337	36,243,146
Accumulated deficit	(46,412,014)	(43,039,462)
Total Stockholders' Equity (Deficit)	(4,026,682)	(6,795,527)
Total Liabilities and Stockholders' Equity (Deficit)	22,277,370	19,012,038
Nonrelated Party [Member]
Liabilities and Stockholders' Equity (Deficit)
Convertible notes	0	78,905
Related Party [Member]
Liabilities and Stockholders' Equity (Deficit)
Convertible notes	$ 0	$ 700,189

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issed (in shares)	9,952,598	7,893,205
Common stock, shares outstanding (in shares)	9,952,598	7,893,205

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues	$ 5,091,249	$ 3,230,888
Direct product costs	1,870,675	1,403,345
Gross Profit	3,220,574	1,827,543
Operating Expenses:
Research and development	2,251,533	2,586,169
Sales and marketing	1,352,909	1,361,949
General and administrative	1,454,695	1,546,163
Total Operating Expenses	5,059,137	5,494,281
Operating Loss	(1,838,563)	(3,666,738)
Interest expense	(1,684,787)	(341,857)
Change in fair value of derivative liabilities	158,000	0
Other income (expense)	(7,202)	7,177
Total Other Expenses, net	(1,533,989)	(334,680)
Net Loss	$ (3,372,552)	$ (4,001,418)
Net loss per share - basic and diluted (in dollars per share)	$ (0.42)	$ (0.62)
Weighted average common shares outstanding - basic and diluted (in shares)	7,989,471	6,502,845
Product [Member]
Revenues	$ 5,089,773	$ 3,040,409
Royalty and Non-recurring Engineering [Member]
Revenues	$ 1,476	$ 190,479

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings, Appropriated [Member]	Total
Balance at Dec. 31, 2022	$ 0	$ 621	$ 29,427,440	$ (27,073,168)	$ 2,354,893
Net loss	0	0	0	(4,001,418)	(4,001,418)
Equity financing, net of issuance costs	0	53	3,658,622	0	3,658,675
Share-based compensation	0	3	268,637	0	268,640
Shares issued for prepaid services	0	1	99,999	0	100,000
Balance at Mar. 31, 2023	0	678	33,454,698	(31,074,586)	2,380,790
Balance at Dec. 31, 2023	0	789	36,243,146	(43,039,462)	(6,795,527)
Net loss	0	0	0	(3,372,552)	(3,372,552)
Equity financing, net of issuance costs	0	202	5,750,870	0	5,751,072
Net settled RSUs	0	0	(5,872)	0	(5,872)
Share-based compensation	0	4	396,193	0	396,197
Balance at Mar. 31, 2024	$ 0	$ 995	$ 42,384,337	$ (46,412,014)	$ (4,026,682)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net loss	$ (3,372,552)	$ (4,001,418)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization	366,281	398,321
Share-based compensation	396,197	268,640
Non-cash interest expense related to debt financing	249,597	64,808
Accretion of notes payables	915,405	30,763
Shares issued for prepaid services	(0)	(20,833)
Change in fair value of derivative liabilities	(158,000)	(0)
Loss on extinguishment of debt	8,298	0
Changes in assets and liabilities:
Accounts receivable	(740,703)	(470,935)
Inventories	(240,004)	89,010
Prepaid expenses	167,009	42,005
Accounts payable and accrued expenses	1,470,810	(1,994,593)
Operating lease liability	95,268	(282,820)
Net cash used in operating activities	(842,394)	(5,835,386)
Cash flows from investing activities
Purchases of property, plant, and equipment	(26,000)	(117,799)
Net cash used in investing activities	(26,000)	(117,799)
Cash flows from financing activities
Proceeds from notes payable, derivative liabilities and factoring agreement	4,239,385	2,239,320
Principal payment of notes payable and recourse factoring agreement	(3,219,500)	(1,968,784)
Proceeds from equity financing, net	3,042,829	3,658,675
Principal payment on finance lease	(238,171)	(266,862)
Repayment of finance insurance premiums	(136,757)	(122,003)
Payment of deferred offering costs	0	(50,000)
Net cash provided by financing activities	3,687,786	3,490,346
Net increase (decrease) in cash	2,819,392	(2,462,839)
Cash, beginning of period	781,318	4,340,407
Cash, end of period	3,600,710	1,877,568
Noncash investing and financing transactions:
Modifications on finance leases	54	0
Conversion of debt into equity	2,794,243	0
Shares issued for prepaid services	0	100,000
Financing of property and equipment	0	165,825
Financing of insurance premiums and software	249,607	173,360
Right-of-use assets obtained through operating lease	0	7,235,222
Financing of mask set and wafer	0	112,728
Property and equipment additions included in accounts payable	$ 14,098	$ 518

Note 1 - Organization and Nature of Business

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Nature of Operations [Text Block]

1. ORGANIZATION AND NATURE OF BUSINESS

Liquidity and Going Concern

Risks and Uncertainties

Note 2 - Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Basis of Presentation and Significant Accounting Policies [Text Block]

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Emerging Growth Company

Use of Estimates

Reclassifications

Segment Information

Concentrations of Credit Risk and Major Customers

Accounts Receivable

Revenue Recognition

Share-Based Compensation

Net Income (Loss) Per Share

		Three Months Ended March 31,
	2024		2023
Common stock warrants		2,839,633		824,340
Restricted stock units		497,555		178,945
Stock options		570,748		607,690
		3,907,936		1,610,975

Convertible Debt Instruments

Fair Value of Financial Instruments

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 and accounts payable approximate fair values due to the short-term nature of these instruments.

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

Recent Accounting Pronouncements

Note 3 - Inventories

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Inventory Disclosure [Text Block]

3. INVENTORIES

Inventories are summarized as follows:

	*March 31, 2024*
	*(unaudited)*			*December 31, 2023*
Raw materials	$	405,783		$	488,548
Work-in-process		146,346			132,511
Finished goods		1,231,128			922,194
Inventory allowance		(9,661	)		(9,661	)
Inventory, net	$	1,773,596		$	1,533,592

As of March 31, 2024 and December 31, 2023, there was an inventory allowance of $9,661 made up of potential scrap and obsolete inventory.

Note 4 - Property and Equipment

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

	*March 31, 2024*
	*(unaudited)*			*December 31, 2023*
Production assets	$	1,968,056		$	1,927,958
Computer equipment and software		937,957			937,957
Lab equipment		3,588,613			3,588,560
Office furniture and fixtures		1,328,570			1,328,570
Leasehold improvements		228,143			228,143
		8,051,339			8,011,188
Less accumulated depreciation		(4,718,384	)		(4,352,104	)
	$	3,332,955		$	3,659,084

Depreciation and amortization expense was $366,281 and $398,321 for the three months ended March 31, 2024 and 2023, respectively.

Impairment of Long-Lived Assets

Note 5 - Debt

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

5. DEBT

Spectrum Loan Facility

Salem Loan Facility

As of March 31, 2024, the total amount the Company has financed under the Salem Loan Facility is:

Principal amount of promissory notes payable	$	12,000,000
Accrued interest		3,000
Less: unamortized debt issue costs		(159,092	)
Less: unamortized debt discount		(1,665,670	)
Notes payable, net	$	10,178,238

Convertible Notes Payable

On March 28, 2024, all of the Convertible Notes, including accrued interest, were converted into equity in connection with the 2024 Private Placement referenced in Note 6.

New Headquarters and Design Center Capital Addition Financing

Debt Maturity

As of March 31, 2024, debt (as discounted) is expected to mature as follows:

2024	$	2,726,570
2025		280,208
2026		12,238,624
2027		192,319
2028		39,525
Thereafter		-
	$	15,477,246

Note 6 - Common Stock and Preferred Stock

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Equity [Text Block]

6. COMMON STOCK AND PREFERRED STOCK

Common Stock

In connection with the 2021 APO and the 2022/23 PIPE, the Company also issued warrants to the respective placement agents.

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

Common Stock Warrants

Preferred Stock

Note 7 - Share-based Compensation

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

7. SHARE-BASED COMPENSATION

Stock Option Awards

●

●	The expected volatility is based on the historical volatility of the publicly traded common stock of a peer group of companies.

●	The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

●	The expected dividend yield is zero because the Company has not historically paid and does not expect to pay a dividend on its common stock for the foreseeable future.

Stock option activity by share is summarized as follows for the three months ended March 31, 2024 (unaudited):

	*Number of Shares*		*Weighted-Average Exercise Price Per Option*		*Weighted- Average Remaining Contractual Life (in years)*
Shares underlying outstanding awards at December 31, 2023		570,748	$	7.67		5.98
Granted		-		-
Exercised		-		-
Cancelled/Forfeited		-		-
Shares underlying outstanding awards at March 31, 2024		570,748	$	7.67		5.73
Exercisable options at March 31, 2024		523,024	$	5.30		4.75

RSU Awards

	*Three Months Ended March 31,*
	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		454,566		$	7.35
Granted		88,444			4.24
Vested		(43,874	)		10.42
Cancelled/Forfeited		(1,581	)		10.76
Outstanding at March 31, 2024		497,555		$	6.39

		*Three Months Ended March 31,*
	*2024*		*2023*
Direct product costs	$	24,982	$	17,665
Research and development		126,344		65,731
Sales and marketing		65,692		45,459
General and administrative		179,179		139,785
	$	396,197	$	268,640

Note 8 - Derivative Liabilities

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Derivative Instruments and Hedging Activities Disclosure [Text Block]

8. DERIVATIVE LIABILITIES

The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis:

Beginning balance as of January 1, 2024	$	158,000
Change in fair value of derivative liabilities		(158,000	)
Ending balance on March 31, 2024	$	-

Note 9 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

9. COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

	*Balance Sheet Location*	*March 31, 2024*
Operating Leases:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	10,209,384

Current portion of operating lease liabilities	Operating lease, current portion		731,952
Noncurrent portion of operating lease liabilities	Operating lease		5,994,557
Total operating lease liabilities		$	6,726,509

Finance Leases:
Finance lease right-of-use assets	Property, plant, and equipment	$	2,258,520

Current portion of finance lease liabilities	Finance lease, current portion		939,975
Noncurrent portion of finance lease liabilities	Finance lease		1,394,430
Total finance lease liabilities		$	2,334,405

Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:

	*For the Three Months Ended March 31,*
	*2024*		*2023*
Operating lease cost	$	476,891	$	296,498

Finance lease cost:
Amortization of lease assets		265,969		314,428
Interest on lease liabilities		45,809		68,918
Total finance lease costs	$	311,778	$	383,346

Other supplemental information related to leases is summarized as follows:

	*March 31, 2024*
Weighted average remaining lease term (in years):
Operating leases		8.46
Finance leases		2.79

Weighted average discount rate:
Operating leases		11.02	%
Finance leases		7.60	%

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024:
Operating cash flows from operating leases	$	381,204
Operating cash flows from finance leases	$	45,320
Financing cash flows from finance leases	$	238,171

The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of March 31, 2024 :

	Payments Due by Period
	2024⁽¹⁾		2025		2026		2027		2028		Thereafter		Total
Operating leases	$	1,078,776	$	1,233,668	$	1,056,589	$	1,076,140	$	1,096,206	$	4,890,149	$	10,431,528
Less present value adjustment		528,775		635,214		580,820		524,555		460,933		974,722		3,705,019
Operating lease liabilities	$	550,001	$	598,454	$	475,769	$	551,585	$	635,273	$	3,915,427	$	6,726,509

Finance leases	$	851,937	$	815,150	$	722,306	$	156,861	$	49,664	$	10,702	$	2,606,620
Less interest		113,148		97,612		46,269		11,256		3,787		143		272,215
Finance lease liabilities	$	738,789	$	717,538	$	676,037	$	145,605	$	45,877	$	10,559	$	2,334,405

⁽¹⁾ Amounts are for the remaining nine months ending December 31, 2024.

New Headquarters and Design Center

Legal

Indemnification Agreements

Employment Agreement

Salary Deferral Program

Note 10 - Income Taxes

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

10. INCOME TAXES

The Company did not have any income tax expense for the three months ended March 31, 2024 or 2023.

Potential 382 Limitation

Note 11 - Related Party Transactions

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

11. Related Party Transactions

See Note 5 – Debt – Convertible Notes for details regarding the conversion of the Convertible Notes in connection with the 2024 Private Placement.

Participation in the 2024 Private Placement

Note 12 - Employee Benefit Plan

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Retirement Benefits [Text Block]

12. Employee Benefit Plan

Note 13 - Subsequent Events

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

13. Subsequent Events

Acquisition of GaN Device Portfolio from Gallium Semiconductor

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	ITEM 5. OTHER INFORMATION. Trading Arrangements of Section 16 Reporting Persons During the quarter ended March 31, 2024 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.
Rule 10b5-1 Arrangement Terminated [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Principles of Consolidation

Emerging Growth Company [Policy Text Block]

Emerging Growth Company

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

Segment Reporting, Policy [Policy Text Block]

Segment Information

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk and Major Customers

Accounts Receivable [Policy Text Block]

Accounts Receivable

Revenue [Policy Text Block]

Revenue Recognition

Share-Based Payment Arrangement [Policy Text Block]

Share-Based Compensation

Earnings Per Share, Policy [Policy Text Block]

Net Income (Loss) Per Share

		Three Months Ended March 31,
	2024		2023
Common stock warrants		2,839,633		824,340
Restricted stock units		497,555		178,945
Stock options		570,748		607,690
		3,907,936		1,610,975

Debt, Policy [Policy Text Block]

Convertible Debt Instruments

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

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 and accounts payable approximate fair values due to the short-term nature of these instruments.

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

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Note 2 - Basis of Presentation and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

		Three Months Ended March 31,
	2024		2023
Common stock warrants		2,839,633		824,340
Restricted stock units		497,555		178,945
Stock options		570,748		607,690
		3,907,936		1,610,975

Note 3 - Inventories (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*March 31, 2024*
	*(unaudited)*			*December 31, 2023*
Raw materials	$	405,783		$	488,548
Work-in-process		146,346			132,511
Finished goods		1,231,128			922,194
Inventory allowance		(9,661	)		(9,661	)
Inventory, net	$	1,773,596		$	1,533,592

Note 4 - Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*March 31, 2024*
	*(unaudited)*			*December 31, 2023*
Production assets	$	1,968,056		$	1,927,958
Computer equipment and software		937,957			937,957
Lab equipment		3,588,613			3,588,560
Office furniture and fixtures		1,328,570			1,328,570
Leasehold improvements		228,143			228,143
		8,051,339			8,011,188
Less accumulated depreciation		(4,718,384	)		(4,352,104	)
	$	3,332,955		$	3,659,084

Note 5 - Debt (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Line of Credit Facilities [Table Text Block]

Principal amount of promissory notes payable	$	12,000,000
Accrued interest		3,000
Less: unamortized debt issue costs		(159,092	)
Less: unamortized debt discount		(1,665,670	)
Notes payable, net	$	10,178,238

Schedule of Maturities of Long-Term Debt [Table Text Block]

2024	$	2,726,570
2025		280,208
2026		12,238,624
2027		192,319
2028		39,525
Thereafter		-
	$	15,477,246

Note 7 - Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Number of Shares*		*Weighted-Average Exercise Price Per Option*		*Weighted- Average Remaining Contractual Life (in years)*
Shares underlying outstanding awards at December 31, 2023		570,748	$	7.67		5.98
Granted		-		-
Exercised		-		-
Cancelled/Forfeited		-		-
Shares underlying outstanding awards at March 31, 2024		570,748	$	7.67		5.73
Exercisable options at March 31, 2024		523,024	$	5.30		4.75

Nonvested Restricted Stock Shares Activity [Table Text Block]

	*Three Months Ended March 31,*
	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		454,566		$	7.35
Granted		88,444			4.24
Vested		(43,874	)		10.42
Cancelled/Forfeited		(1,581	)		10.76
Outstanding at March 31, 2024		497,555		$	6.39

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

		*Three Months Ended March 31,*
	*2024*		*2023*
Direct product costs	$	24,982	$	17,665
Research and development		126,344		65,731
Sales and marketing		65,692		45,459
General and administrative		179,179		139,785
	$	396,197	$	268,640

Note 8 - Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

Beginning balance as of January 1, 2024	$	158,000
Change in fair value of derivative liabilities		(158,000	)
Ending balance on March 31, 2024	$	-

Note 9 - Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Assets and Liabilities, Lessee [Table Text Block]

	*Balance Sheet Location*	*March 31, 2024*
Operating Leases:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	10,209,384

Current portion of operating lease liabilities	Operating lease, current portion		731,952
Noncurrent portion of operating lease liabilities	Operating lease		5,994,557
Total operating lease liabilities		$	6,726,509

Finance Leases:
Finance lease right-of-use assets	Property, plant, and equipment	$	2,258,520

Current portion of finance lease liabilities	Finance lease, current portion		939,975
Noncurrent portion of finance lease liabilities	Finance lease		1,394,430
Total finance lease liabilities		$	2,334,405

Lease, Cost [Table Text Block]

	*For the Three Months Ended March 31,*
	*2024*		*2023*
Operating lease cost	$	476,891	$	296,498

Finance lease cost:
Amortization of lease assets		265,969		314,428
Interest on lease liabilities		45,809		68,918
Total finance lease costs	$	311,778	$	383,346

Other Supplemental Lease Information [Table Text Block]

	*March 31, 2024*
Weighted average remaining lease term (in years):
Operating leases		8.46
Finance leases		2.79

Weighted average discount rate:
Operating leases		11.02	%
Finance leases		7.60	%

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024:
Operating cash flows from operating leases	$	381,204
Operating cash flows from finance leases	$	45,320
Financing cash flows from finance leases	$	238,171

Lease, Liability, Fiscal Year Maturity [Table Text Block]

	Payments Due by Period
	2024⁽¹⁾		2025		2026		2027		2028		Thereafter		Total
Operating leases	$	1,078,776	$	1,233,668	$	1,056,589	$	1,076,140	$	1,096,206	$	4,890,149	$	10,431,528
Less present value adjustment		528,775		635,214		580,820		524,555		460,933		974,722		3,705,019
Operating lease liabilities	$	550,001	$	598,454	$	475,769	$	551,585	$	635,273	$	3,915,427	$	6,726,509

Finance leases	$	851,937	$	815,150	$	722,306	$	156,861	$	49,664	$	10,702	$	2,606,620
Less interest		113,148		97,612		46,269		11,256		3,787		143		272,215
Finance lease liabilities	$	738,789	$	717,538	$	676,037	$	145,605	$	45,877	$	10,559	$	2,334,405

Note 1 - Organization and Nature of Business (Details Textual) - USD ($)				2 Months Ended	3 Months Ended		12 Months Ended
	Apr. 07, 2024	Mar. 28, 2024	Dec. 30, 2022	Feb. 28, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2023
Net Income (Loss) Attributable to Parent					$ (3,372,552)	$ (4,001,418)
Retained Earnings (Accumulated Deficit)					(46,412,014)			$ (43,039,462)
Cash					3,600,710			$ 781,318
Proceeds from Issuance or Sale of Equity							$ 11,500,000
Unit Purchase Agreement in Private Placement Offering [Member]
Proceeds from Issuance or Sale of Equity		$ 5,000,000	$ 5,000,000	$ 9,200,000
Proceeds from Issuance or Sale of Equity, Net		$ 3,000,000
Unit Purchase Agreement in Private Placement Offering [Member] \| Subsequent Event [Member]
Proceeds from Issuance or Sale of Equity, Net	$ 100,000
Spectrum Loan Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity					3,750,000
Proceeds from Issuance of Long-Term Debt					2,200,000
Salem Loan Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity					12,000,000
Proceeds from Issuance of Long-Term Debt					$ 12,000,000

Note 2 - Basis of Presentation and Significant Accounting Policies (Details Textual) $ in Thousands			3 Months Ended
	Feb. 20, 2024 USD ($)	Jun. 01, 2022 USD ($)	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) shares	May 02, 2024 shares	Dec. 31, 2023 shares	Oct. 22, 2021
Contract with Customer, Liability, Revenue To Be Recognized			$ 0	$ 100
Contract with Customer, Liability			0	0
Contract with Customer, Performance Obligation Satisfied in Previous Period			$ 0	$ 0
Common Stock, Shares Authorized (in shares) \| shares			300,000,000			300,000,000
Weighted Average Number of Shares Outstanding, Basic (in shares) \| shares			7,989,471	6,502,845
Subsequent Event [Member]
Common Stock, Shares Authorized (in shares) \| shares					50,000,000
Merger Agreement [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Per Acquiree Share							2.95
Spectrum Loan Facility [Member]
Proceeds from Accounts Receivable Factoring	$ 3,750	$ 3,000	$ 3,750
Accounts Receivable Secured Debt Facility, Receivables Assigned			2,200
Accounts Receivable Secured Debt Facility, Amount Due			$ 64
Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Number of Major Customers			1	1
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk, Percentage			82.00%	84.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| One Customer [Member]
Concentration Risk, Percentage			86.00%	74.00%

Note 2 - Basis of Presentation and Significant Accounting Policies - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	3,907,936	1,610,975
Common Stock Warrants [Member]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	2,839,633	824,340
Restricted Stock Units (RSUs) [Member]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	497,555	178,945
Share-Based Payment Arrangement, Option [Member]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	570,748	607,690

Note 3 - Inventories (Details Textual) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Inventory Valuation Reserves	$ 9,661	$ 9,661

Note 3 - Inventories - Summary of Inventories (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Raw materials	$ 405,783	$ 488,548
Work-in-process	146,346	132,511
Finished goods	1,231,128	922,194
Inventory allowance	(9,661)	(9,661)
Inventory, net	$ 1,773,596	$ 1,533,592

Note 4 - Property and Equipment (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Depreciation	$ 366,281	$ 398,321

Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property and equipment, gross	$ 8,051,339	$ 8,011,188
Less accumulated depreciation	(4,718,384)	(4,352,104)
Property, Plant and Equipment, Net	3,332,955	3,659,084
Production Assets [Member]
Property and equipment, gross	1,968,056	1,927,958
Computer Equipment and Software [Member]
Property and equipment, gross	937,957	937,957
Lab Equipment [Member]
Property and equipment, gross	3,588,613	3,588,560
Furniture and Fixtures [Member]
Property and equipment, gross	1,328,570	1,328,570
Leasehold Improvements [Member]
Property and equipment, gross	$ 228,143	$ 228,143

Note 5 - Debt (Details Textual) - USD ($)												1 Months Ended			3 Months Ended		12 Months Ended	19 Months Ended
Note 5 - Debt (Details Textual) - USD ($)	Mar. 28, 2024	Feb. 20, 2024	Dec. 18, 2023	Oct. 23, 2023	Sep. 06, 2023	Sep. 05, 2023	Aug. 14, 2023	Jun. 30, 2023	May 01, 2023	Aug. 11, 2022	Jun. 01, 2022	Jul. 31, 2023	Aug. 31, 2022	Apr. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2021	Mar. 31, 2024	Feb. 28, 2022
Stock Issued During Period, Value, New Issues															$ 5,751,072	$ 3,658,675
Stock Issued During Period, Shares, New Issues (in shares)																	5,524,534
Paid-in-Kind Interest															249,597	$ 64,808
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)																			769,146
Warrants From Debt Conversion [Member]
Warrants and Rights Outstanding, Term (Year)	5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	261,723
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 2.5
Conversion Debt into Equity [Member]
Debt Conversion, Converted Instrument, Shares Issued (in shares)	261,723
Salem Loan Facility [Member]
Long-Term Line of Credit				$ 1,250,000	$ 1,750,000		$ 1,500,000	$ 5,500,000	$ 1,500,000	$ 5,000,000					12,000,000			$ 12,000,000
Line of Credit Facility, Maximum Borrowing Capacity										$ 8,000,000
Line of Credit Facility, Interest Rate During Period, Paid-in-Kind	3.00%								3.00%	2.00%
Common Stock, Shares, Issued as Consideration (in shares)										25,000
Line of Credit Facility, Remaining Borrowing Capacity			$ 1,000,000							$ 3,000,000
Line of Credit Facility, Interest Rate During Period									14.00%	13.00%
Line of Credit Facility, Interest Rate During Period, Paid in Cash									11.00%
Debt Instrument, Fee Amount	$ 100,000		$ 45	$ 43,000,000	$ 88,000		$ 45,000		$ 60,000
Stock Issued During Period, Value, New Issues									12,500
Common Stock, Value, Issued as Consideration									$ 1,500,000
Line of Credit Facility, Allocated Interest Rate			26.00%	21.00%	104.00%		28.00%		17.00%
Extinguishment of Debt, Prepaid Premium Year 1, Percentage										3.00%
Extinguishment of Debt, Prepaid Premium Year 2, Percentage										2.00%
Extinguishment of Debt, Prepaid Premium Year 3, Percentage										1.00%
Debt Instrument, Interest Rate, Stated Percentage						14.00%	14.00%
Debt Issuance Cost, Gross, Noncurrent							$ 78,000
Stock Issued During Period, Shares, New Issues (in shares)					660,000		400,000
Line of Credit Facility, Additional Maximum Borrowing Capacity						$ 4,000,000
Proceeds from Lines of Credit					$ 1,750,000
Line of Credit Facility, Interest Rate at Period End	11.00%
Paid-in-Kind Interest	$ 654,308
Debt Instrument, Interest Rate, Effective Percentage	16.90%
Debt Instrument, Unamortized Discount	$ 1,278,516
Equity Exchanged for Debt Instrument Interest, Value	$ 1,932,824
Salem Loan Facility [Member] \| AMB Investments, LLC, Participation Rights in Underlying Loan [Member]
Long-Term Line of Credit								$ 2,600,000
Stock Issued During Period, Shares, New Issues (in shares)								500,000
Participation Interest in Underlying Loan, Ownership Percentage								47.17%
Salem Loan Facility [Member] \| Minimum [Member]
Line of Credit Facility, Allocated Interest Rate						29.00%
Salem Loan Facility [Member] \| Maximum [Member]
Line of Credit Facility, Allocated Interest Rate						98.00%
Spectrum Loan Facility [Member]
Percent, Cost of Eligible Equipment											75.00%
Monthly Reduction of Maximum Funds Available to Purchase Eligible Equipment, Percentage											0.021%
Percent, Net Amount of Eligible Inventory											50.00%
Additional Amount Allowed to be Borrowed											$ 350,000
Percent of Purchased Accounts Receivable Outstanding											50.00%
Percent of Eligible Accounts Receivable											85.00%
Proceeds from Accounts Receivable Factoring		$ 3,750,000									$ 3,000,000				3,750,000
Annual Facility Fees		$ 37,500
Debt Instrument, Basis Spread on Variable Rate											3.50%
Debt Instrument, Base Floor											7.00%
Long-Term Line of Credit															2,200,000			2,200,000
Interest Expense, Operating and Nonoperating															70,000
Line of Credit Facility, Maximum Borrowing Capacity															$ 3,750,000			$ 3,750,000
Convertible Promissory Notes [Member]
Debt Instrument, Face Amount												$ 790,000
Convertible Note, Repayment Amount, Percent of Amount Due, Benchmark												20.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share)												$ 6
Convertible Promissory Notes [Member] \| Put Option [Member]
Derivative Liability, Subject to Master Netting Arrangement, before Offset of Collateral												$ 15,800
Convertible Promissory Notes [Member] \| New Equity Financing [Member]
Minimum Gross Proceeds Received From Issuance of Equity Securities for Conversion of Note												2,000,000
Convertible Promissory Notes [Member] \| Chief Executive Officer and Family Members [Member]
Debt Instrument, Face Amount												710,000
Convertible Promissory Notes [Member] \| Chief Executive Officer [Member]
Debt Instrument, Face Amount												80,000
Convertible Promissory Notes [Member] \| Chief Executive Officer Family Members [Member]
Debt Instrument, Face Amount												$ 630,000
Convertible Notes, One [Member]
Debt Instrument, Interest Rate, Stated Percentage												8.00%			9.40%			9.40%
Debt Instrument, Face Amount												$ 290,000			$ 290,000			$ 290,000
Convertible Notes, Two [Member]
Debt Instrument, Interest Rate, Stated Percentage												16.00%			17.40%			17.40%
Debt Instrument, Face Amount												$ 500,000			$ 500,000			$ 500,000
Financing Arrangement Related to Furniture for New Office Facilities [Member]
Debt Instrument, Face Amount														$ 1,100,000
Debt Instrument, Periodic Payment, Interest													$ 17,000	$ 496,000
Debt Instrument, Periodic Payment, Principal													246,000
Long-Term Debt, Gross															$ 277,000			277,000
Agreement With Landlord for Leasehold Improvements [Member]
Lease Improvements, Expected Total Cost													7,700,000
Lease Improvements, Expected Total Cost, Payable													3,500,000
Lease Improvements, Payments													$ 1,300,000					$ 3,200,000
Lease Improvements, Construction Deferral Fee, Percent													2.00%
Lease Improvements, Interest Rate													18.00%

Note 5 - Debt - Financing Under Credit Facility (Details) - Salem Loan Facility [Member] - USD ($)	Mar. 31, 2024	Oct. 23, 2023	Sep. 06, 2023	Aug. 14, 2023	Jun. 30, 2023	May 01, 2023	Aug. 11, 2022
Principal amount of promissory notes payable	$ 12,000,000	$ 1,250,000	$ 1,750,000	$ 1,500,000	$ 5,500,000	$ 1,500,000	$ 5,000,000
Accrued interest	3,000
Less: unamortized debt issue costs	(159,092)
Less: unamortized debt discount	(1,665,670)
Notes payable, net	$ 10,178,238

Note 5 - Debt - Long-term Debt Expected to Mature (Details)	Mar. 31, 2024 USD ($)
2024	$ 2,726,570
2025	280,208
2026	12,238,624
2027	192,319
2028	39,525
Thereafter	0
Debt, Long-Term and Short-Term, Combined Amount	$ 15,477,246

Note 6 - Common Stock and Preferred Stock (Details Textual)				1 Months Ended	2 Months Ended	3 Months Ended		12 Months Ended			15 Months Ended
	Mar. 28, 2024 USD ($) $ / shares shares	Dec. 30, 2022 USD ($) $ / shares shares	Oct. 22, 2021 shares	Nov. 16, 2021 shares	Feb. 28, 2023 USD ($) shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 shares	Dec. 31, 2021 USD ($) shares	Mar. 31, 2024 USD ($) $ / shares shares	Feb. 28, 2022 shares
Common Stock, Shares Authorized (in shares)						300,000,000		300,000,000			300,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001			$ 0.0001
Common Stock, Voting Rights, Vote Per Share						1					1
Dividends, Common Stock, Total \| $											$ 0
Stock Issued During Period, Shares, New Issues (in shares)										5,524,534
Proceeds from Issuance or Sale of Equity \| $										$ 11,500,000
Payments of Stock Issuance Costs \| $						$ (0)	$ 50,000			$ 2,100,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)												769,146
Preferred Stock, Shares Issued (in shares)						0		0	0		0
Preferred Stock, Shares Outstanding (in shares)						0		0	0		0
Conversion Debt into Equity [Member]
Debt Conversion, Original Debt, Amount \| $	$ 2,800,000
Warrants in Connection With Unit Purchase Agreement [Member]
Number of Warrant Per Unit (in shares)	1	1
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)		0.5
Warrants and Rights Outstanding, Term (Year)	5 years	5 years
Warrants and Rights Outstanding \| $	$ 2.1
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	2,015,293
Class of Warrant or Right, Outstanding (in shares)						2,839,633					2,839,633
Warrants in Connection With Unit Purchase Agreement [Member] \| Measurement Input, Price Volatility [Member]
Percentage of FIFO Inventory	58.00%
Warrants in Connection With Unit Purchase Agreement [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Percentage of FIFO Inventory	4.21%
Warrants in Connection With Unit Purchase Agreement [Member] \| Measurement Input, Expected Term [Member]
Warrants and Rights Outstanding, Measurement Input	5.5
Warrants in Connection With Unit Purchase Agreement [Member] \| Measurement Input, Expected Dividend Rate [Member]
Percentage of FIFO Inventory	0.00%
Purchaser Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)												591,656
Placement Agent Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)												177,490
Initial Closing Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)				961,092
Unit Purchase Agreement in Private Placement Offering [Member]
Proceeds from Issuance or Sale of Equity \| $	$ 5,000,000	$ 5,000,000			$ 9,200,000
Payments of Stock Issuance Costs \| $	$ 600,000	$ 700,200			$ 1,200,000
Stock Issued During the Period, Units, New Issues (in shares)	2,015,293	647,057			1,183,192
Number of Common Stock Per Unit (in shares)	1	1
Shares Issued, Price Per Share (in dollars per share) \| $ / shares	$ 2.5	$ 7.8
Proceeds from Issuance or Sale of Equity, Net \| $	$ 3,000,000
Selling Stockholders on October 22, 2021 [Member]
Stock Issued During Period, Shares, New Issues (in shares)			4,021,774
Pre-merger Stockholders of Laffin Acquisition Corp [Member]
Stock Issued During Period, Shares, New Issues (in shares)										495,834
Salem Investment Partners V, LP [Member]
Stock Issued During Period, Shares, New Issues (in shares)								1,097,500	1,097,500

Note 7 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)			210,000	94,667
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share)	$ 4.2
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share)	$ 9.42
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 0	$ 4.74
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 302,461	$ 488,721
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares)	(0)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value	$ 1,100,000
Share-Based Payment Arrangement, Granted Award, Option, Cost Not yet Recognized, Amount	$ 300,000
Share-Based Payment Arrangement, Granted Award, Cost Not yet Recognized, Period for Recognition (Year)	2 years
Share-Based Payment Arrangement, Expense	$ 396,197	$ 268,640
Share-Based Payment Arrangement, Expense, Tax Benefit	0
Share-Based Payment Arrangement, Amount Capitalized	0
Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expense	$ 1,900,000
The 2021 Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	37,166
Common Stock, Capital Shares Reserved for Future Issuance, Increase as Percentage of Total Share Outstanding	5.00%

Note 7 - Share-based Compensation - Stock Option Activity (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Shares underlying outstanding awards (in shares)	570,748
Shares underlying outstanding awards, weighted average exercise price (in dollars per share)	$ 7.67
Shares underlying outstanding awards, weighted average remaining contractual term (Year)	5 years 8 months 23 days		5 years 11 months 23 days
Granted (in shares)	0
Granted, weighted average exercise price (in dollars per share)	$ 0	$ 4.74
Exercised (in shares)	0
Exercised, weighted average exercise price (in dollars per share)	$ 0
Cancelled/Forfeited (in shares)	0
Forfeited, weighted average exercise price (in dollars per share)	$ 0
Shares underlying outstanding awards (in shares)	570,748		570,748
Shares underlying outstanding awards, weighted average exercise price (in dollars per share)	$ 7.67		$ 7.67
Exercisable options (in shares)	523,024
Exercisable options, weighted average exercise price (in dollars per share)	$ 5.3
Exercisable options, weighted average remaining contractual term (Year)	4 years 9 months

Note 7 - Share-based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Outstanding, shares (in shares) \| shares	454,566
Outstanding, weighted average fair value (in dollars per share) \| $ / shares	$ 7.35
Granted (in shares) \| shares	88,444
Granted (in dollars per share) \| $ / shares	$ 4.24
Vested (in shares) \| shares	(43,874)
Vested (in dollars per share) \| $ / shares	$ 10.42
Cancelled/Forfeited (in shares) \| shares	(1,581)
Cancelled/Forfeited (in dollars per share) \| $ / shares	$ 10.76
Outstanding at March 31, 2024 (in shares) \| shares	497,555
Outstanding at March 31, 2024 (in dollars per share) \| $ / shares	$ 6.39

Note 7 - Share-based Compensation - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock-based compensation expense	$ 396,197	$ 268,640
Cost of Sales [Member]
Stock-based compensation expense	24,982	17,665
Research and Development Expense [Member]
Stock-based compensation expense	126,344	65,731
Selling and Marketing Expense [Member]
Stock-based compensation expense	65,692	45,459
General and Administrative Expense [Member]
Stock-based compensation expense	$ 179,179	$ 139,785

Note 8 - Derivative Liabilities (Details Textual) $ in Thousands	Mar. 31, 2024 USD ($)
Derivative Liability	$ 0

Note 8 - Derivative Liabilities - Summary of Changes in Fair Value of Level 3 Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Beginning balance as of January 1, 2024	$ 158,000
Change in fair value of derivative liabilities	(158,000)
Ending balance on March 31, 2024	$ 0

Note 9 - Commitments and Contingencies (Details Textual) - USD ($)		1 Months Ended		3 Months Ended
	Jun. 28, 2023	Aug. 30, 2022	Apr. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 31, 2022
Lessee, Operating Lease, Lease Not yet Commenced, Annual Lease Expense					$ 1,500,000
Finance Lease, Liability, to be Paid, Total				$ 2,606,620
Finance Lease, Interest Expense				45,809	68,918
Finance Lease, Principal Payments				238,171	$ 266,862
Finance Lease, Interest Payment on Liability				45,320
Chief Executive Officer [Member]
Deferred Salary, Percentage of Salaries	68.00%
Chief Operating Officer [Member]
Deferred Salary, Percentage of Salaries	68.00%
Chief Financial Officer [Member]
Deferred Salary, Percentage of Salaries	52.00%
Chief Business Officer [Member]
Deferred Salary, Percentage of Salaries	25.00%
Executive Management Team [Member]
Deferred Salary, Percentage of Salaries	2000.00%
Legal Claims [Member]
Loss Contingency Accrual				0		$ 0
Indemnification Agreement [Member]
Loss Contingency Accrual						$ 0
Headquarters Office Building [Member]
Construction Cost, Estimated Amount							$ 7,700,000
Construction Cost, Estimate Attributable to Company							$ 3,500,000
Furniture for Headquarters Office Building [Member]
Finance Lease, Liability, to be Paid, Total			$ 1,100,000
Finance Lease, Interest Expense			$ 496,000
Finance Lease, Principal Payments		$ 246,000
Finance Lease, Interest Payment on Liability		$ 17,000		$ 277,000

Note 9 - Commitments and Contingencies - Balance Sheet Information Related to Right-of-use Assets and Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Operating lease right-of-use assets	$ 10,209,384	$ 10,500,620
Current portion of operating lease liabilities	731,952	745,969
Noncurrent portion of operating lease liabilities	5,994,557	6,176,508
Total operating lease liabilities	6,726,509
Finance lease right-of-use assets	2,258,520
Current portion of finance lease liabilities	939,975	978,543
Noncurrent portion of finance lease liabilities	1,394,430	$ 1,593,979
Total finance lease liabilities	$ 2,334,405

Note 9 - Commitments and Contingencies - Lease Cost (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating lease cost	$ 476,891	$ 296,498
Amortization of lease assets	265,969	314,428
Interest on lease liabilities	45,809	68,918
Total finance lease costs	$ 311,778	$ 383,346

Note 9 - Commitments and Contingencies - Other Supplemental Information Related to Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating leases (Year)	8 years 5 months 15 days
Finance leases (Year)	2 years 9 months 14 days
Operating leases	11.02%
Finance leases	7.60%
Operating cash flows from operating leases	$ 381,204
Finance Lease, Interest Payment on Liability	45,320
Finance Lease, Principal Payments	$ 238,171	$ 266,862

Note 9 - Commitments and Contingencies - Future Minimum Payments (Details)

Mar. 31, 2024

USD ($)

Operating leases, 2024

$ 1,078,776

^[1]

Operating leases, 2025

1,233,668

Operating leases, 2026

1,056,589

Operating leases, 2027

1,076,140

Operating leases, 2028

1,096,206

Operating leases, thereafter

4,890,149

Operating leases, total

10,431,528

Less present value adjustment, 2024

528,775

^[1]

Less present value adjustment, 2025

635,214

Less present value adjustment, 2026

580,820

Less present value adjustment, 2027

524,555

Less present value adjustment, 2028

460,933

Less present value adjustment, thereafter

974,722

Less present value adjustment, total

3,705,019

Operating lease liabilities, 2024

550,001

^[1]

Operating lease liabilities, 2025

598,454

Operating lease liabilities, 2026

475,769

Operating lease liabilities, 2027

551,585

Operating lease liabilities, 2028

635,273

Operating lease liabilities, thereafter

3,915,427

Operating lease liabilities, total

6,726,509

Finance leases, 2024

851,937

^[1]

815,150

722,306

156,861

49,664

Finance leases, thereafter

10,702

Finance leases, total

2,606,620

Less interest, 2024

113,148

^[1]

97,612

46,269

11,256

3,787

Less interest, thereafter

143

Less interest, total

272,215

Finance lease liabilities, 2024

738,789

^[1]

Finance lease liabilities, 2025

717,538

Finance lease liabilities, 2026

676,037

Finance lease liabilities, 2027

145,605

Finance lease liabilities, 2028

45,877

Finance lease liabilities, thereafter

10,559

Finance lease liabilities, total

$ 2,334,405

[1]	Amounts are for the remaining nine months ending December 31, 2024.

Note 10 - Income Taxes (Details Textual) - USD ($)	3 Months Ended
Note 10 - Income Taxes (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Expense (Benefit)	$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Unrecognized Tax Benefits	$ 0
Domestic Tax Jurisdiction [Member] \| Internal Revenue Service (IRS) [Member]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration			$ 26,826,582
Domestic Tax Jurisdiction [Member] \| Internal Revenue Service (IRS) [Member] \| R&D Tax Credit Carryforward [Member]
Tax Credit Carryforward, Subject to Expiration			$ 858,020

Note 11 - Related Party Transactions (Details Textual) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2021
Stock Issued During Period, Shares, New Issues (in shares)		5,524,534
Private Placement Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)	612,473

Note 12 - Employee Benefit Plan (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	4.00%
Defined Contribution Plan, Cost	$ 82,621	$ 89,636