Alvin M. Bodford - Oct 22, 2021 Form 3 Insider Report for Guerrilla RF, Inc. (GUER)

Role: 10%+ Owner
Signature: /s/ Joe Newlon, Attorney-in-Fact
Stock symbol: GUER
Transactions as of: Oct 22, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/5/2021, 12:06 PM
Next filing: Aug 18, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GUER	Common Stock						7.99M	Oct 22, 2021	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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. 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. In connection with the closing of the Merger, AMB Investments LLC ("AMB Investments") received (i) 6,468,760 shares of common stock in exchange for its 2,189,721 shares of common stock of Guerrilla RF, and (ii) 1,416,666 shares of common stock upon the conversion of $2,408,333 of convertible debt. Also on October 22, 2021, AMB acquired an additional 100,000 shares of common stock at a purchase price of $2.00 per share in the Issuer's private placement. 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."
F2	These shares are held of record by AMB Investments. The Alvin M. Bodford Revocable Trust is the sole member of AMB Investments. The Reporting Person is a Manager of AMB Investments, and the beneficiary of the Trust.

Content

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. 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. In connection with the closing of the Merger, AMB Investments LLC ("AMB Investments") received (i) 6,468,760 shares of common stock in exchange for its 2,189,721 shares of common stock of Guerrilla RF, and (ii) 1,416,666 shares of common stock upon the conversion of $2,408,333 of convertible debt. Also on October 22, 2021, AMB acquired an additional 100,000 shares of common stock at a purchase price of $2.00 per share in the Issuer's private placement. 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."

These shares are held of record by AMB Investments. The Alvin M. Bodford Revocable Trust is the sole member of AMB Investments. The Reporting Person is a Manager of AMB Investments, and the beneficiary of the Trust.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney