Business Description

1. Organization and Nature of Business Guerrilla RF, Inc., a fabless semiconductor company based in Greensboro, North Carolina, was founded in 2013, initially as a North Carolina limited liability company before converting to a Delaware corporation. Unless otherwise stated or the context otherwise indicates, references to “Guerrilla RF”, 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 losses since inception. Liquidity The Company has historically financed its activities through a combination of commercial loans and the proceeds of debt and equity issuances. The Company has incurred net losses and negative cash flows from operations in most fiscal periods since inception. For the years ended December 31, 2025 and 2024, the Company reported net losses of $7.0 million and $10.8 million, respectively, and used $1.4 million and $6.7 million of cash in operating activities, respectively. As of December 31, 2025, the Company had an accumulated deficit of $60.8 million and cash and working capital of $4.2 million and $0.3 million, respectively. During the second half of 2025, the Company generated positive operating cash flow, including approximately $0.9 million in the third quarter and $1.1 million in the fourth quarter, reflecting improved operating performance and continued focus on disciplined execution and expense management. In addition, the Company achieved operating breakeven and delivered a positive operating margin in the fourth quarter of 2025, representing an important milestone in the Company’s progression toward improved financial sustainability. The Company’s primary sources of liquidity have included proceeds from private placements and available debt financing. As of December 31, 2025, the Company maintained a loan facility for up to $3.75 million with Spectrum, as described in Note 5 to the consolidated financial statements. In addition, the Company amended the Salem Loan Facility during 2024 when the principal balance was reduced from $12.0 million to $4.5 million, and again in December 2025 when the maturity dates were extended. Management views these amendments as constructive developments, reflecting the Company’s improved operating performance, disciplined execution of strategic initiatives, and proactive balance sheet management. As a result, management believes that the Company’s existing cash resources, together with available borrowings and amended loan terms, provide sufficient liquidity to fund operations for at least twelve months following the issuance date of the consolidated financial statements. Guerrilla RF, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 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.