Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Guerrilla RF, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
None
(CUSIP Number)
Jason Bodford
538 N. Regional Road
Greensboro NC 27409
336-931-1860
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. None | 13D | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jason Bodford |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions)
PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
1,941,154 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
1,941,154 | |
| 10. | SHARED
DISPOSITIVE POWER 0 |
| < font style="font-size: 10pt">11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,941,154 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. None. | 13D | Page 3 of 6 Pages |
Item 1. Security and Issuer.
Securities acquired: Issuer common stock, $0.0001 par value (“Common Stock”)
| Issuer: | Guerrilla RF, Inc. (f/k/a Laffin Acquisition Corp.) | |
| 1196 Pleasant Ridge Road, Suite 5 | ||
| Greensboro, NC 27409 | ||
| Telephone: 336-510-7840 |
Item 2. Identity and Background.
| (a) | This statement is filed by Mr. Jason Bodford. Mr. Bodford is the holder of record of approximately 6.3% of the Issuer’s outstanding shares of Common Stock based on 30,688,692 shares of Common Stock outstanding as of October 22, 2021. |
| (b) | The business address of Mr. Bodford is 538 N. Regional Road, Greensboro, NC 27409. |
| (c) | Mr. Bodford is the President of Epes Logistics Services, Inc., located at 538 N. Regional Road, Greensboro NC 27409. |
| (d) | During the past five years, Mr. Bodford has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, Mr. Bodford has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Bodford is a citizen of the USA. |
Item 3. Source or Amount of Funds or Other Consideration.
On October 22, 2021, in connection with the closing of the transactions contemplated by the Merger Agreement (as defined below), Mr. Bodford received (i) 1,763,703 shares of Common Stock in exchange for his 597,026 shares of common stock of Guerrilla RF (defined below), and (ii) 127,451 shares of Common Stock upon the conversion of $216,667 of convertible debt.
Also on October 22, 2021, the Issuer closed an offering pursuant to which the Issuer agreed to issue and sell to the participants, for an aggregate price of approximately $7.2 million, 3,583,050 shares of Common Stock at a purchase price of $2.00 per share (the “Private Placement”). This Schedule 13D also relates to an aggregate of 50,000 shares of Common Stock that were acquired by Mr. Bodford through the Private Placement. The acquisition of such shares was funded using the personal funds of Mr. Bodford.
Item 4. Purpose of Transaction.
On October 22, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among itself, Guerrilla RF Acquisition Co., a Delaware corporation and wholly owned subsidiary of the Issuer (“Acquisition Sub”) and Guerrilla RF, Inc., a privately held Delaware corporation (“Guerrilla RF”), pursuant to which Acquisition Sub merged with and into Guerrilla RF, with Guerrilla RF surviving the merger as a wholly owned subsidiary of the Issuer (the “Merger”), and pursuant to which all of the outstanding capital stock of Guerrilla RF was cancelled in exchange for shares of the Common Stock. Following the Merger, the Issuer changed its name from Laffin Acquisition Corp. to “Guerrilla RF, Inc.” In connection with the Merger, Mr. Bodford received (i) 1,763,703 shares of Common Stock in exchange for his 597,026 shares of common stock of Guerrilla RF, and (ii) 127,451 shares of Common Stock upon the conversion of $216,667 of convertible debt.
Mr. Bodford also purchased an aggregate of 50,000 shares of Common Stock through the Private Placement. The purpose of the Private Placement was to raise additional capital to fund the ongoing operations of the Issuer.
| CUSIP No. None | 13D | Page 4 of 6 Pages |
As a result of the above-mentioned transactions, Mr. Bodford currently beneficially owns 6.3% of shares of Common Stock of the Issuer.
The shares of Common Stock owned by Mr. Bodford have been acquired for investment purposes. Mr. Bodford may make further acquisitions of shares of Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the shares of Common Stock held by Mr. Bodford at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, and other factors.
Except as set forth in this Item 4, Mr. Bodford does not have any present plans or proposals which relate to or would result in any of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
| (a) | The aggregate number and percentage of shares of Common Stock directly owned by Mr. Bodford is based upon a total of 30,688,692 shares of Common Stock outstanding of the Issuer as of October 22, 2021. Mr. Bodford directly owns 1,941,154 shares of Common Stock, representing approximately 6.3% issued and outstanding shares of Common Stock of the Issuer. |
| (b) | Mr. Bodford is the direct beneficial owner of 1,941,154 shares of Common Stock. Mr. Bodford has direct, sole voting power and sole dispositive power with respect to the 1,941,154 shares of Common Stock. |
| (c) | Other than as described herein, Mr. Bodford has not effected any transactions in shares of Common Stock during the 60 days preceding the date of this report. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth and/or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6.
Lock Up Agreement
In connection with the closing of the Merger, Mr. Bodford entered into a lock-up agreement (the “Lock-Up Agreement”) with the Issuer, whereby, subject to certain customary exceptions, he is restricted for a period of up to 12 months (terminable early upon certain conditions), from certain sales or dispositions of shares of Common Stock held by him, other than shares purchased in open market transactions following the Merger. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the Form of Lock-Up Agreement filed with the Securities and Exchange Commission as Exhibit 4.1 to the Company’s Form 8-K filed on October 27, 2021 and incorporated herein by reference.
Registration Rights Agreement
In connection with the Private Placement, the Reporting Person entered into a registration rights agreement with the Issuer (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and file a registration statement with the SEC within 60 days after the final closing of the Private Placement for purposes of registering the resale of the Shares. The Issuer agreed to use its commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 150 days after the final closing of the Private Placement, and to maintain the effectiveness of the registration statement for a period of five years or until the Shares registered thereunder have been sold in accordance with the registration statement or Rule 144 promulgated under the Securities Act of 1933.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the Registration Rights Agreement filed with the Securities and Exchange Commission as Exhibit 10.10 to the Company’s Form 8-K filed on October 27, 2021 and incorporated herein by reference.
| CUSIP No. None | 13D | Page 5 of 6 Pages |
Item 7. Material to Be Filed as Exhibits.
| Exhibit 99.2 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 27, 2021) |
| Exhibit 99.3 | Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on October 27, 2021) |
| CUSIP No. None | 13D | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| JASON BODFORD: | |
|
/s/ Jason Bodford | |
| Jason Bodford | |
|
November 10, 2021 | |
| Date |