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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): January 27, 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, par value $0.001 per share |
|
AMPG |
|
The
Nasdaq Stock Market LLC |
| Warrants
to Purchase Common Stock |
|
AMPGW |
|
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
1.01 Entry into a Material Definitive Agreement.
A.
On January 30, 2026, AmpliTech Group, Inc. (the “Company”) entered into an Executive Employment Agreement with the Company’s
chief executive officer, president, and chief technical officer, Fawad Maqbool (the “Maqbool Employment Agreement”). The
Maqbool Employment Agreement, with an effective date of October 1, 2025, is a for a period of three years from the effective date, subject
to automatic one-year renewals. For his services, Mr. Maqbool will receive (i) an annual base salary of $600,000; (ii) an annual target
bonus opportunity of up to 75% of base salary based on performance goals consisting of (1) revenues, (2) EBITDA/gross margin and
(3) employee retention as set forth in the Maqbool Employment Agreement which annual target bonus opportunity and performance goals
will be determined annually; provided, however, for fiscal year 2025 only, the annual target bonus is capped at $200,000; (iii) participation
in the Company’s 2020 Equity Incentive Plan including a grant of (1) an incentive stock option to purchase 200,000 shares of common
stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option shall be subject to service-based vesting with
twenty-five percent (25%) of the shares underlying the option vesting on the first anniversary of the date of grant and the remaining
seventy-five percent (75%) vesting in thirty-six (36) equal monthly installments. Mr. Maqbool will be entitled to six (6) weeks of vacation
and will be entitled to fringe benefits and perquisites that are made available to other similarly situated executives of the Company,
each in accordance with and subject to the eligibility and other provisions of such plans and programs.
The
Maqbool Employment Agreement and his employment thereunder may be terminated by either the Company or Maqbool at any time and for any
reason upon 90 days’ written notice.
(1)
If Maqbool’s employment is terminated by Maqbool’s failure to renew the agreement, by the Company for cause (as defined in
the agreement), or by Maqbool without good reason. (as defined in the agreement) he will paid (i) any earn but unpaid base salary; (ii)
any earn but unpaid annual bonus; (iii) unreimbursed business expenses; and (iv) other employee benefits Maqbool may be entitled to prior
to termination (items (1)(i) through (1)(iv) referred to as “Maqbool Accrued Amounts”).
(2)
If the Company fails to renew the Maqbool Employment Agreement, Maqbool’s employment is terminated by the Company without cause
(as defined in the agreement) or due to Maqbool’s death or disability or by Maqbool for good reason outside of the change of control
period (as defined in the Agreement), Maqbool shall be entitled to (i) the Maqbool Accrued Amounts; (ii) a cash severance equal to eighteen
months of Maqbool’s then base salary; (iii) annual bonus, if any, that Maqbool would have earned for the year, pro-rata; (iv) all
outstanding unvested restricted stock units, stock options, or other equity awards subject to time-based vesting that are scheduled to
vest pursuant to the applicable award agreement during the one year period following termination shall immediately vest; (v) any outstanding
unvested restricted stock units, stock options, or other equity awards subject to performance-based vesting shall remain outstanding
and eligible to vest in accordance with their respective terms, subject to pro-ration based on the number of days elapsed in the applicable
performance period prior up to termination; (vi) up to 18 months of COBRA payments; and (vii) the engagement of outplacement service
up to $50,000.
(3)
In the event that the Company fails to renew the Maqbool Employment Agreement, Maqbool’s employment is terminated by the Company
without cause or due to Maqbool’s death or disability or by Maqbool for good reason within the change of control period, Maqbool
shall be entitled to receive the following severance benefits: (i) the Maqbool Accrued Amounts; (ii) a cash severance equal to three
times Maqbool’s then base salary and annual target bonus; (iii) all outstanding unvested restricted stock units, stock options,
or other equity awards shall immediately become fully vested (iv) up to 18 months of COBRA.
B.
On January 30, 2026, the Company entered into an Executive Employment Agreement with the Company’s chief operating officer, Jorge
Flores (the “Flores Employment Agreement”). The Flores Employment Agreement, with an effective date of October 1, 2025, is
a for a period of three years from the effective date, subject to automatic one-year renewals. For his services, Mr. Flores will receive
(i) a base annual salary of $350,000; (ii) an annual target bonus opportunity of up to 45% of base salary based on performance
goals consisting of (1) revenues, (2) EBITDA/gross margin and (3) employee retention as set forth in the Flores Employment Agreement,
which annual target bonus opportunity and performance goals will be determined annually; (iii) participation in the Company’s
2020 Equity Incentive Plan including a grant of (1) an incentive stock option to purchase 200,000 shares of common stock and (2) 50,000
restricted stock units that vest immediately upon grant. The option shall be subject to service-based vesting with twenty-five percent
(25%) of the shares underlying the option vesting on the first anniversary of the date of grant and the remaining seventy-five percent
(75%) vesting in thirty-six (36) equal monthly installments. Mr. Flores will be entitled to six (6) weeks of vacation and will be entitled
to fringe benefits and perquisites that are made available to other similarly situated executives of the Company, each in accordance
with and subject to the eligibility and other provisions of such plans and programs.
The
Flores Employment Agreement and his employment thereunder may be terminated by either the Company or Flores at any time and for any reason
upon 90 day’s written notice.
(1)
If Flores’ employment is terminated by Flores’ failure to renew the agreement, by the Company for cause (as defined in the
agreement), or by Flores without good reason (as defined in the agreement), he will paid (i) any earn but unpaid base salary; (ii) any
earn but unpaid annual bonus; (iii) unreimbursed business expenses; and (iv) other employee benefits Flores may be entitled to prior
to termination (Items (1)(i) through (1)(iv) referred to as “Flores Accrued Amounts”).
(2)
If the Company fails to renew the Flores Employment Agreement, Flores’ employment is terminated by the Company without cause (as
defined in the Agreement) or due to Flores’ death or disability or by Flore for good reason outside of the change of control Period
(as defined in the agreement), Flores shall be entitled to (i) the Flores Accrued Amounts; (ii) a cash severance equal to twelve months
of Flores’ then base salary; (iii) annual bonus, if any, that Flores would have earned for the year, pro-rata; (iv) all outstanding
unvested restricted stock units, stock options, or other equity awards subject to time-based vesting that are scheduled to vest pursuant
to the applicable award agreement during the one year period following termination shall immediately vest; (v) any outstanding unvested
restricted stock units, stock options, or other equity awards subject to performance-based vesting shall remain outstanding and eligible
to vest in accordance with their respective terms based on actual achievement of the applicable performance criteria but pro-rated; (vi)
up to 12 months of COBRA payments; and (vii) the engagement of outplacement service up to $50,000.
(3)
In the event that the Company fails to renew the Agreement, Flores’ employment is terminated by the Company without cause or due
to Flores’ death or disability or by Flores for good reason within the change of control period, Flores shall be entitled to receive
the following severance benefits: (i) the Flores Accrued Amounts; (ii) a cash severance equal to two times Flores’ then base salary
and target bonus for the year; (iii) all outstanding unvested restricted stock units, stock options, or other equity awards shall immediately
become fully vested and exercisable and (iv) up to 18 months of COBRA.
C.
On January 30, 2026, the Company entered into an Executive Employment Agreement with the Company’s chief financial officer,
Louisa Sanfratello (the “Sanfratello Employment Agreement”). The Sanfratello Employment Agreement, with an effective
date of October 1, 2025, is a for a period of three years from the effective date, subject to automatic one-year renewals. For her
services, Ms. Sanfratello will receive (i) a base annual salary of $350,000; (ii) an annual target bonus opportunity of up to
45% of base salary based on performance goals consisting of (1) revenues, (2) EBITDA/gross margin and (3) employee retention as
set forth in the Sanfratello Employment Agreement, which annual target bonus opportunity and performance goals will be determined
annually; (iii) participation in the Company’s 2020 Equity Incentive Plan including a grant of (1) an incentive stock
option to purchase 200,000 shares of common stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option
shall be subject to service-based vesting with twenty-five percent (25%) of the shares underlying the Option vesting on the first
anniversary of the date of grant and the remaining seventy-five percent (75%) vesting in thirty-six (36) equal monthly installments.
Ms. Sanfratello will be entitled to six (6) weeks of vacation and will be entitled to fringe benefits and perquisites that are made
available to other similarly situated executives of the Company, each in accordance with and subject to the eligibility and other
provisions of such plans and programs.
The
Sanfratello Employment Agreement and her employment thereunder may be terminated by either the Company or Sanfratello at any time and
for any reason upon 90 day’s written notice.
(1)
If Sanfratello’ employment is terminated by Sanfratello’ failure to renew the agreement, by the Company for cause (as defined
in the agreement), or by Sanfratello without good reason (as defined in the agreement), she will paid (i) any earn but unpaid base salary;
(ii) any earn but unpaid annual bonus; (iii) unreimbursed business expenses; and (iv) other employee benefits Sanfratello may be entitled
to prior to termination (Items (1)(i) through (1)(iv) referred to as “Sanfratello Accrued Amounts”).
(2)
If the Company fails to renew the Sanfratello Employment Agreement, Sanfratello’ employment is terminated by the Company without
cause (as defined in the Agreement) or due to Sanfratello’ death or disability or by Sanfratello for good reason outside of the
change of control period (as defined in the agreement), Sanfratello shall be entitled to (i) the Sanfratello Accrued Amounts; (ii) a
cash severance equal to twelve months of Sanfratello’s then base salary; (iii) pro-rata bonus equal to the annual bonus, if any,
that Sanfratello would have earned for the year; (iv) all outstanding unvested restricted stock units, stock options, or other equity
awards subject to time-based vesting that are scheduled to vest pursuant to the applicable award agreement during the one year period
following termination shall immediately vest; (v) any outstanding unvested restricted stock units, stock options, or other equity awards
subject to performance-based vesting shall remain outstanding and eligible to vest in accordance with their respective terms based on
actual achievement of the applicable performance criteria but pro-rated; (vi) up to 12 months of COBRA payments; and (vii) the engagement
of outplacement service up to $50,000.
(3)
In the event that the Company fails to renew the agreement, Sanfratello’s employment is terminated by the Company without cause
or due to Sanfratello’s death or disability or by Sanfratello for good reason within the change of control period, Sanfratello
shall be entitled to receive the following severance benefits: (i) the Sanfratello Accrued Amounts; (ii) a cash severance equal to two
times Sanfratello’s then base salary and target bonus for the year; (iii) all outstanding unvested restricted stock units, stock
options, or other equity awards shall immediately become fully vested and exercisable and (iv) up to 18 months of COBRA.
The
information contained in this Item 1.01 regarding the Maqbool Employment Agreement, Flores Employment Agreement, and Sanfratello Employment
Agreement are qualified in its entirety by a copy of such agreement attached to this Current Report on Form 8-K as Exhibit 10.1, 10.2
and 10.3 respectively and is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information contained in Item 1.01 of this Current Report on Form 8-K regarding the compensation and material terms of employment agreements
with Messrs. Maqbool and Flores and Ms. Sanfratello are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
January 27, 2026, the Company closed its previously announced registered direct offering to five institutional investors of 2,230,033
units at $4.055 per unit with each unit consisting of one share of common stock, one Series A right to purchase one share of common stock
at $5.00, and one Series B right to purchase one share of common stock at $6.00. The gross proceeds to the Company from the registered
direct offering were approximately $9,042,650 before deducting the placement agent’s fees and other estimated offering expenses.
On
February 2, 2026, AmpliTech Group, Inc. issued a press release announcing the approval of listing of its Series A Rights and Series
B Rights on the Nasdaq Stock Market. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Description |
10.1
|
|
Maqbool Employment Agreement
|
| 10.2 |
|
Flores Employment Agreement |
| 10.3 |
|
Sanfratello Employment Agreement |
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
February 2, 2026 |
By: |
/s/
Fawad Maqbool |
| |
Name: |
Fawad
Maqbool |
| |
Title: |
Chief
Executive Officer |
