Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G/A

Amendment No. 2

Under the Securities Exchange Act of 1934

 

Guerrilla RF, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

40162G 104

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

The information required in 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. 40162G 104

 

1.	Names of reporting persons:   Mark N. Tompkins
2.	Check the appropriate box if a member of a group (see instructions)   (a) ☐    (b) ☐
3.	SEC use only
4.	Citizenship or place of organization:   Canada

Number of shares beneficially owned by each reporting person with	5.	Sole voting power   427,392 (1)
	6.	Shared voting power   N/A
	7.	Sole dispositive power   427,392 (1)
	8.	Shared dispositive power   N/A

9.	Aggregate amount beneficially owned by each reporting person   427,392 (1)
10.	Check if the aggregate amount in row (9) excludes certain shares (see instructions)   ☐
11.	Percent of class represented by amount in row (9)   5.4%(2)
12.	Type of reporting person (see instructions)   IN

 

(1)

Includes 411,367 outstanding shares of Common Stock and 16,025 shares of Common Stock issuable upon exercise of outstanding warrants. (Gives effect to 1-for-6 reverse split of the Issuer’s common stock effective April 17, 2023.)

 

(2)

Based on 7,889,896 shares of Common Stock of the Issuer issued and outstanding as of November 13, 2023, as reported in the Issuer’s Form 10-Q filed on November 13, 2023.

 

 

Item 1.

 

(a)	Name of issuer:	Guerrilla RF, Inc.
(b)	Address of issuer’s principal executive offices:	2000 Pisgah Church Road Greensboro, NC 27455

 

Item 2.

 

(a)	Name of person filing:	Mark N. Tompkins
(b)	Address of principal business office or, if none, residence:	Apt. 1, Via Guidino 23 6900 Lugano-Paradiso, Switzerland
(c)	Citizenship:	Canada
(d)	Title of class of securities:	Common Stock, par value $0.0001 per share
(e)	CUSIP number:	40162G 104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)	Amount beneficially owned:	427,392 (1)
(b)	Percent of class:	5.4% (2)
(c)	Number of shares as to which the person has:

 

	(i)	Sole power to vote or to direct the vote.	See Item 5 of cover page.
	(ii)	Shared power to vote or to direct the vote.	See Item 6 of cover page.
	(iii)	Sole power to dispose or to direct the disposition of.	See Item 7 of cover page.
	(iv)	Shared power to dispose or to direct the disposition of.	See Item 8 of cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

(1)

Includes 411,367 outstanding shares of Common Stock and 16,025 shares of Common Stock issuable upon exercise of outstanding warrants. (Gives effect to 1-for-6 reverse split of the Issuer’s common stock effective April 17, 2023.)

 

(2)

Based on 7,889,896 shares of Common Stock of the Issuer issued and outstanding as of November 13, 2023, as reported in the Issuer’s Form 10-Q filed on November 13, 2023.

 

 

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.

 

	Dated:	February 14, 2024
	/s/ Mark N. Tompkins
	Signature
	Name:	Mark N. Tompkins

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)

 

 

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