AmpliTech Group (NASDAQ: AMPG) amends rights offering for up to 24M shares
Rhea-AI Filing Summary
AmpliTech Group Inc. is amending its rights offering prospectus covering up to 24,000,000 shares of common stock through units and related Series A and Series B rights. The company is distributing transferable unit subscription rights as a dividend at no charge to common shareholders and certain eligible warrantholders of record at 5:00 p.m. Eastern time on November 10, 2025. Each right allows the holder to buy Units at a subscription price of $4.00 per Unit, with each Unit consisting of one share of common stock, one Series A right, and one Series B right.
Upon closing of the Unit Subscription Rights Offering, AmpliTech will use its best efforts to have the Series A and Series B rights listed on The Nasdaq Stock Market, though listing is not guaranteed. The common stock trades on the NASDAQ Capital Market under the symbol AMPG, and the last reported sale price was $3.32 per share on December 5, 2025. The company highlights that investing in these securities involves significant risks and that neither it nor its board is recommending whether holders should exercise their rights.
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| Amendment No. 1 | |
| To Prospectus Supplement Dated October 30, 2025 | Registration No. 333-288863 |
| (To Prospectus Dated August 4, 2025) | Filed Pursuant to Rule 424(b)(3) |
Transferable Subscription Right Warrants to Purchase up to 8,000,000 Units,
Each Unit Consisting of One Share of Common Stock,
One Series A Right Warrant, and One Series B Right Warrant,
up to 8,000,000 Shares of Common Stock Upon Exercise of Subscription Rights,
and up to 16,000,000 Shares of Common Stock Issuable Upon Exercise of
the Series A Right Warrants and Series B Right Warrants,
up to a Total of 24,000,000 Shares of Common
Stock in the Aggregate
This Amendment (this “Amendment”) updates and supplements the prospectus supplement dated October 30, 2025, and the accompanying prospectus dated August 4, 2025 (collectively, the “Prospectus”), which forms a part of our Registration Statement on Form S-3 that was declared effective by the Securities and Exchange Commission on August 4, 2025 (Registration No. 333-288863). This Amendment is being filed to amend and supplement certain information included in the Prospectus with the information contained in this Amendment. This Amendment should be read in conjunction with the Prospectus. This Amendment amends only those sections of the Prospectus that relate to the information provided in this Amendment; all other sections of the Prospectus remain as is.
This Amendment and Prospectus related to the distribution in the form of a dividend, at no charge, transferable unit subscription rights (the “Unit Subscription Rights”) entitling holders of our common stock, par value $0.001 per share (“Common Stock”), and certain eligible warrantholders (pursuant to contractual rights) as of the record date of 5:00 p.m., Eastern time, on November 10, 2025, to purchase units (“Units”) at a subscription price of $4.00 per Unit (“Unit Subscription Price”). Each Unit consists of one share of Common Stock, one Series A right to purchase one share of Common Stock (“Series A Right”), and one Series B right to purchase one share of Common Stock (“Series B Right” and, together with the Series A Right, collectively the “Series Rights” and together with the Unit Subscription Rights, collectively, the “Rights”). The Common Stock, Series A Right and Series B Right comprising the Units will separate upon the closing of the Unit Subscription Rights offering (the “Unit Subscription Rights Offering”) and will be issued separately but may only be purchased as a Unit.
This Amendment updates and provides that upon the closing of the Unit Subscription Rights Offering, we will use our best efforts to have the Series A and the Series B Rights listed on The Nasdaq Stock Market, although we cannot guarantee such an outcome.
This Amendment should be read in conjunction with the Prospectus. If there is any inconsistency between the information in the Prospectus and this Amendment, you should rely on the information in this Amendment.
Our Common Stock is listed on the NASDAQ Capital Market under the symbol “AMPG.” On December 5, 2025, the last reported sale price of our Common Stock was $3.32 per share.
Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-21 of the Prospectus Supplement dated October 30, 2025, and in the documents incorporated by reference thereto and hereto for a discussion of the factors you should consider before deciding to exercise the Unit Subscription Rights to purchase the Units, the respective Series Rights and the Common Stock underlying the Units and the Series Rights. We and our board of directors are not making any recommendation regarding the exercise of your Rights.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this Amendment and the Prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement No. 2 dated December 8, 2025
FAQ
What is AmpliTech Group (AMPG) offering in this rights transaction?
AmpliTech Group is conducting a unit subscription rights offering for up to 8,000,000 Units, each consisting of one share of common stock, one Series A right, and one Series B right. In total, the structure covers up to 24,000,000 shares of common stock when including the shares underlying the Units and the Series A and Series B rights.
How do the AmpliTech (AMPG) unit subscription rights work and what is the price?
Holders of AmpliTech common stock and certain eligible warrantholders as of the November 10, 2025 record date receive transferable unit subscription rights as a dividend at no charge. Each right entitles the holder to purchase Units at a subscription price of $4.00 per Unit, with each Unit made up of one share of common stock, one Series A right, and one Series B right.
What change does this Amendment introduce to the AmpliTech (AMPG) rights offering?
This Amendment updates the prospectus to state that, upon closing of the Unit Subscription Rights Offering, AmpliTech will use its best efforts to have the Series A and Series B rights listed on The Nasdaq Stock Market. The company notes that it cannot guarantee that such listings will occur.
Who is eligible to receive AmpliTech (AMPG) unit subscription rights?
The unit subscription rights are being distributed, in the form of a dividend at no charge, to holders of AmpliTech’s common stock and to certain eligible warrantholders with contractual rights who are of record at 5:00 p.m. Eastern time on November 10, 2025.
How are the Units and Series A and B rights structured for AmpliTech (AMPG)?
Each Unit consists of one share of common stock, one Series A right to purchase one share of common stock, and one Series B right to purchase one share of common stock. After the Unit Subscription Rights Offering closes, the common stock and both series of rights will separate and be issued as individual securities, although they can be purchased only as part of a Unit in the offering.
Does AmpliTech (AMPG) or its board recommend exercising the subscription rights?
No. AmpliTech states that it and its board of directors are not making any recommendation regarding whether holders should exercise their unit subscription rights to purchase Units, the Series A and Series B rights, or the underlying common stock.