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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): March 10, 2026
| AmpliTech
Group, Inc. |
| (Exact
Name of Registrant as Specified in its Charter) |
| Nevada |
|
001-40069 |
|
27-4566352 |
(State
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
155
Plant Avenue,
Hauppauge,
NY |
|
11788 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(631)-521-7831
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or former address if changed from last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
AMPG
|
|
The
Nasdaq Stock Market LLC |
| Series
A Right to purchase one share of common stock |
|
AMPGR |
|
The
Nasdaq Stock Market LLC |
| Series
B Right to purchase one share of common stock |
|
AMPGZ |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 10, 2026, pursuant to the recommendation of the Compensation Committee of the Board of Directors of AmpliTech Group, Inc. (the
“Company”), the Board of Director approved the annual performance milestones to determine eligibility for, and the amount
of, annual performance bonuses for the named executive officers of the Company for the fiscal year ending 2026 and onward (the “Bonus
Plan”). The purpose of the adoption of the Bonus Plan is to incentivize and reward executive officers for achieving specified financial,
operational, and strategic objectives.
The
Bonus Plan sets the amount of bonus each fiscal year each named executive officer is eligible to receive and the performance criteria
for such bonus, which is based on the following three metrics: annual revenue, EBITDA/gross margin, and employee retention. All of the
Company’s named executive officers are eligible to participate in the annual bonus plan. The target bonuses set for the named executive
officers under the Bonus Plan are as follows: (1) Fawad Maqbool, Chief Executive Officer, 75% of base annual salary and (2) Louisa Sanfratello,
Chief Financial Officer, and Jorge Flores, Chief Operating Officer, 45% of base annual salary. The performance weightings for the executive
management team are 50% for the revenue metric, 35% for the operating profit metric (based on EBITDA/gross margin) and 15% for employee
retention metric. If the performance of any metrics does not meet the applicable minimum threshold for that measure, no award will be
earned for that measure. If the minimum threshold is achieved, the target bonus will apply. For each minimum metric obtained, the weighted
percentage will apply linearly, then all line metrics percentage achieved are added to calculate final percentage for the final bonus
calculation. If the maximum metric performance is achieved, for each metric achieved, 10% will be added to each line metric with the
maximum bonus being equal to 105% for
Mr. Maqbool, and 75% for
Ms. Sanfratello and Mr. Flores. Calculation of bonus for performance between minimum and maximum thresholds will be determined
by linear interpolation. In addition, upon Board approval at the recommendation of the Compensation Committee, a discretionary bonus
for a maximum of 85% of annual base salary may also be awarded to Mr. Fawad,
and a maximum of 55% of annual base salary may be awarded to Ms. Sanfratello and Mr. Flores.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AMPLITECH
GROUP INC. |
| |
|
|
| Date:
March 16, 2026 |
By: |
/s/
Fawad Maqbool |
| |
Name: |
Fawad
Maqbool |
| |
Title: |
Chief
Executive Officer |