Submission of Matters to a Vote of Security Holders - Form 8-K

ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On May 2, 2024, Guerrilla RF, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders granted discretionary authority to the Company's board of directors (the "Board") to amend the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation) to effect a reduction in the total number of authorized shares of common stock to 50,000,000, proportional to the effect of the 1-for-6 reverse stock split that was effected in 2023 (the "Authorized Shares Reduction").

On May 2, 2024, the Board approved the Authorized Shares Reduction and the Company filed a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Shares Reduction. The Certificate of Amendment provides that the Authorized Shares Reduction became effective upon filing.

As a result of the Authorized Shares Reduction, the number of authorized shares of the Company's common stock has been reduced from 300,000,000 to 50,000,000. The Authorized Shares Reduction does not have any effect on the rights of existing stockholders, and the par value of the common stock remains unchanged at $0.0001 per share.

The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.