0001213900-21-061325.txt : 20211122 0001213900-21-061325.hdr.sgml : 20211122 20211122193118 ACCESSION NUMBER: 0001213900-21-061325 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211022 FILED AS OF DATE: 20211122 DATE AS OF CHANGE: 20211122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BELL DAVID B CENTRAL INDEX KEY: 0001253579 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56238 FILM NUMBER: 211434238 MAIL ADDRESS: STREET 1: 1001 MURPHY RANCH ROAD CITY: MILPITAS STATE: CA ZIP: 95035 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Guerrilla RF, Inc. CENTRAL INDEX KEY: 0001832487 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 853837067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1196 PLEASANT RIDGE ROAD, STREET 2: SUITE 5 CITY: GREENSBORO STATE: NC ZIP: 27409 BUSINESS PHONE: 3365107840 MAIL ADDRESS: STREET 1: 1196 PLEASANT RIDGE ROAD, STREET 2: SUITE 5 CITY: GREENSBORO STATE: NC ZIP: 27409 FORMER COMPANY: FORMER CONFORMED NAME: Laffin Acquisition Corp. DATE OF NAME CHANGE: 20201116 3 1 ownership.xml X0206 3 2021-10-22 0 0001832487 Guerrilla RF, Inc. N/A 0001253579 BELL DAVID B 130 TEAKWOOD LANE MOORESVILLE NC 28117 1 0 0 0 Stock Option 0.37 2030-12-03 Common Stock 22156 D On October 22, 2021, the Issuer's wholly-owned subsidiary, Guerrilla RF Acquisition Co. ("Acquisition Sub"), merged with and into Guerrilla RF, Inc., a privately held Delaware corporation ("Guerrilla RF"). Pursuant to this transaction (the "Merger"), Guerrilla RF was the surviving corporation and became the Issuer's wholly owned subsidiary, and all of the outstanding stock of Guerrilla RF was converted into shares of the Issuer's common stock. All of Guerrilla RF's outstanding options were assumed by the Issuer. As a result of the Merger, each of Guerrilla RF's shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive approximately 2.95 shares of the Issuer's common stock. Following the consummation of the Merger, Guerrilla RF changed its name to "Guerrilla RF Operating Corporation", and the Issuer changed its name to "Guerrilla RF, Inc." The shares subject to the option are fully vested and exercisable. Exhibit List: Exhibit 24 - Power of Attorney /s/ Joe Newlon, Attorney-in-Fact 2021-11-22 EX-24 2 ea151237ex24_guerrillarf.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Ryan Pratt, John Berg and Corey Martens of Guerrilla RF, Inc. (the “Company”), and Iain MacSween, John Cross, Haniya Mir and Joe Newlon of Brooks, Pierce, McLendon, Humphrey & Leonard LLP, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents to do the following:

(i) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”), a Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations adopted thereunder, in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

(ii) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith); and file such forms with the SEC, any other governmental or administrative authority, and/or any stock exchange or similar authority; and

(iii) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, and/or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full and force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company (b) revocation by the undersigned in a signed writing delivered to the Company and foregoing attorneys-in-fact, or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Brooks, Pierce, McLendon, Humphrey & Leonard LLP or another law firm representing the Company, as applicable.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: November 11, 2021	Signature:	/s/ David B. Bell

	Print Name:	David B. Bell

STATE OF NORTH CAROLINA

COUNTY OF Iredell

On this the 11 day of November, 2021, personally appeared before me the said named David B. Bell, known to me to be the person described in and who executed the foregoing instrument, and he acknowledged that he executed the same and, being duly sworn by me, made oath that the statements in the foregoing instrument are true and correct.

Witness my hand and notarial seal, this the 11 day of November, 2021.

	/s/ Benjamin M. Tourtelot
	Notary Public
	Printed Name: Benjamin M. Tourtelot

My Commission Expires:

08/31/2026

(SEAL)