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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): October 30, 2025
| 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.
The
information contained below in Item 8.01 is incorporated by reference into this Item 1.01.
On
October 30, 2025, AmpliTech Group, Inc. (the “Company”) entered into a dealer manager agreement (the
“Dealer Manager Agreement”) with Moody Capital Solutions, Inc. (the “Dealer-Manager”) in connection with a
Rights Offering pursuant to which the Company will distribute to the holders of record of its common stock, $0.001 par value
(“Common Stock”) and certain eligible warrantholders who have contractual rights to participate in the Rights
Offering, at no charge, two transferable unit subscription rights (the “Unit Subscription Rights”) for each share of
the Company’s Common Stock beneficially owned or subject to eligible warrants as of November 10, 2025. Each Unit
Subscription Right entitles the registered holder to purchase a Unit with each Unit consisting of one share of Common Stock,
one Series A Right to purchase one share of Common Stock at an exercise price of $5.00 (the “Series A
Right”) and one Series B Right to purchase one share of Common Stock at an exercise price of $6.00 (the Series B
Right, and together with the Series A Right, the “Series Rights”), subject to the maximum Unit issuance
limitation of 8,000,000 in the aggregate and potential pro-rata adjustments. Record Holders who fully exercise their
Unit Subscription Rights will be entitled to subscribe, subject to certain limitations and subject to potential pro-rata
adjustment, for additional Units covered by any unexercised Unit Subscription Rights.
We
have agreed to pay the Dealer-Manager a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the
Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million
but less than $20 million, we have agreed to pay the Dealer-Manager a cash fee equal to 6.0%; provided further, if the aggregate
subscription proceeds equal less than $10 million, we have agreed to pay the Dealer-Manager a cash fee equal to 5.0%. We also
paid the Dealer-Manager an out-of-pocket accountable expense allowance of $35,000.
The
foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In
connection with the Rights Offering, the Company entered into a Subscription Agent and Rights Agent Agreement, dated October 30,
2025, with VStock Transfer, LLC (“Subscription Agent Agreement”) to provide subscription agent services for the Unit
Subscription Rights and Series Rights with respect to the Rights Offering.
The
foregoing description is only a summary of the Subscription Agent Agreement and is qualified in its entirety by reference to the text
of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure
On
October 30, 2025, the Company issued a press release announcing the Rights Offering described below in Item 8.01. A copy
of the press release is attached as Exhibit 99.9 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.9 furnished herewith, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01.
Other Events.
On
October 30, 2025, the Company announced a rights offering (the “Rights Offering”), pursuant to which the Company will
distribute to holders of record of its Common Stock and certain eligible warrantholders who have contractual rights to participate
in Rights Offering as of November 10, 2025 (the “Record Date Holders”), transferable subscription rights (the “Unit
Subscription Rights”) to subscribe for and purchase up to a maximum aggregate of 8,000,000 units (the “Units”), at
a fixed subscription price equal to $4.00 per Unit. Each Unit will consist of one share of Common Stock, one series A
right to purchase one share of Common Stock for $5.00 (a “Series A Right”) and one series B right to purchase
one share of Common Stock for $6.00 (a “Series B Right” and, collectively with the Series A Right, the “Series
Rights”). The Common Stock and the Series Rights comprising the Units may only be purchased as a Unit but will be issued
separately. Subject to extension of the expiration date, the Rights Offering will terminate on December 10, 2025.
Copies
of the prospectus and the related prospectus supplement will be mailed to Record Date Holders as of November 10, 2025 (the “Record
Date”), beginning on or about November 11, 2025, and can also be accessed through the SEC’s website at www.sec.gov
or be obtained from the information agent, Mackenzie Partners Inc., by calling (800) 322-2885 (toll-free) or (212) 929-5500 (broker-dealers
and nominees). Additional information regarding the Rights Offering is set forth in the prospectus and the related prospectus supplement.
The
Rights Offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288863) (the “Registration
Statement”), the prospectus forming a part of the Registration Statement and the prospectus supplement relating the Rights Offering
filed with the SEC on October 30, 2025 (the “Prospectus Supplement”).
In
connection with the Rights Offering, the Company is filing certain ancillary documents as Exhibits 1.1, 4.1, 4.2, 4.3, 5.1, 10.1, 99.1,
99.2, 99.3, 99.4, 99.5, 99.6, 99.7, and 99.8, to this Current Report on Form 8-K for the purpose of incorporating such items by reference
as exhibits to the Registration Statement.
Forward
Looking Statements
This
Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Rights Offering, the timing thereof, the Company’s ability to complete the Rights Offering on the expected
terms or at all, and other information and statements that are not historical fact. These forward-looking statements involve certain
risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. All
forward-looking statements speak only as of the date of this Current Report, and unless legally required, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Please
refer to the Company’s filings with the SEC, including its most recently filed Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Report on Form 8-K, for additional information about the risks and uncertainties related to the Company’s
business that may affect the forward-looking statements made in this Current Report.
Not
a Solicitation
This
Current Report does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, and shall not
constitute an offer, solicitation or sale, nor shall there be any sale of such securities of the Company in any state or other jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 1.1 |
|
Dealer-Manager Agreement |
| 4.1 |
|
Form
of Transferable Unit Subscription Right Certificate |
| 4.2 |
|
Form of Transferable Series A Rights Certificate |
| 4.3 |
|
Form of Transferable Series B Rights Certificate |
| 5.1 |
|
Opinion of Lewis Brisbois Bisgaard & Smith LLP |
| 10.1 |
|
Subscription
Agent and Rights Agent Agreement |
| 99.1 |
|
Form
of Instructions as to Use of Transferable Unit Subscription Rights Certificate |
| 99.2 |
|
Form
of Instructions as to Use of Series Rights Certificates |
| 99.3 |
|
Form of Letter to Stockholders and Certain Eligible Warrantholders Who Are Record Holders |
| 99.4 |
|
Form of Letter to Brokers and Other Nominee Holders |
| 99.5 |
|
Form of Broker Letter to Clients Who are Beneficial Holders |
| 99.6 |
|
Form of Beneficial Owner Election Form |
| 99.7 |
|
Form of Nominee Holder Certificates |
| 99.8 |
|
Form of Notice of Important Tax Information |
| 99.9 |
|
Press Release dated October 30, 2025 |
| 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:
October 30, 2025 |
By: |
/s/
Fawad Maqbool |
| |
Name: |
Fawad
Maqbool |
| |
Title: |
Chief
Executive Officer |
