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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): July 20, 2026
AmpliTech
Group, Inc.
(Exact
name of registrant as specified in our charter)
| Nevada |
|
001-40069 |
|
27-4566352 |
(State
or Other Jurisdiction
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 since 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 |
| |
|
|
|
|
| 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
8.01 Other Events.
On
January 20, 2026, the Company announced the results of its Series A Rights Offering.
A
copy of the press release announcing the results of the Series A Rights Offering is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
The
Series A Rights Offering was made and the remaining Series B Rights Offering will be made only by means of a prospectus supplement and
accompanying base prospectus filed with the Securities Exchange Commission (the “Commission”) on January 26, 2026 and a prospectus
supplement and accompanying base prospectus filed with the Commission on October 30, 2025, as amended, as part of the Registration Statement
on Form S-3, as amended (No. 333-288863) relating to the Series Rights Offering, which Registration Statement was declared effective
by the Commission on August 4, 2025. This communication shall not constitute an offer to sell or solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated July 20, 2026 |
| 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 our behalf by
the undersigned hereunto duly authorized.
| |
AmpliTech
Group, Inc. |
| |
|
|
| |
By: |
/s/
Fawad Maqbool |
| |
|
Fawad Maqbool |
| |
|
Chief Executive Officer |
| |
|
|
| Dated: July 22, 2026 |
|
|
Exhibit
99.1
AmpliTech
Receives Approximately $21.9 Million of Subscriptions in Series A Rights Offering
All
Series A Rights have been exercised or expired on July 18, 2026.
Hauppauge,
NY, July 20, 2026 – AmpliTech Group, Inc. (Nasdaq: AMPG, AMPGZ) (the “Company”), today announced that it has received
subscriptions totaling approximately $21.9 million for its Series A Rights Offering, subject to final reconciliation and closing procedures.
Upon completion of the final reconciliation process, the Company expects to issue approximately 4,384,163 shares of common stock. Any
unexercised rights expired on July 18, 2026.
“We
proudly thank our loyal shareholders who as a result of subscribing to our unit rights offering in January 2026 received Units of common
stock, Series A Rights and Series B Rights. Today we have more cash on hand to utilize to grow our business than ever before and no material
financial debt. We intend to wisely deploy the capital you have entrusted us with toward innovation and acceleration of AI RAN and Open
RAN wireless opportunities and other corporate purposes, including potential share repurchases as authorized by the Board.”
The
Company intends to use the net proceeds of the Series A rights offering for general corporate purposes, including working capital, inventory,
sales and marketing initiatives, commercialization efforts, scaling of the business and, if authorized by the Board, potential share
repurchases. The Company has engaged Moody Capital Solutions, Inc. to act as dealer manager for the rights offering.
The
$6 subscription price Series B rights offering (NASDAQ: AMPGZ) expires on November 20, 2026. Information regarding the Series B rights
offering, including the applicable prospectus, is available from our information agent, MacKenzie Partners, at AMPG@mackenziepartners.com.
The
prospectus supplement relating to these securities is filed with the SEC. This announcement shall not constitute an offer to sell, or
the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The rights
offering will be made only by means of a prospectus.
About
AmpliTech Group
AmpliTech
Group, Inc. (NASDAQ: AMPG, AMPGZ) is a designer, developer, and manufacturer of advanced RF and microwave signal processing components
and next generation 5G infrastructure systems. The company’s product portfolio spans low noise amplifiers, cryogenic amplifiers,
Massive MIMO O-RAN radio systems, and 5G Network-in-a-Box solutions, serving customers across defense, satellite communications, quantum
computing, and telecommunications. AmpliTech is among the few American companies to have designed and commercialized an O-RAN CAT B 64T64R
Massive MIMO radio unit and is an active member of the AI-RAN Alliance and the O-RAN Alliance. All products are designed and engineered
in the United States. For more information, visit www.amplitechgroup.com.
About
Moody Capital Solutions
Moody
Capital Solutions, Inc. is a relationship-driven investment bank whose engagements are led by senior bankers with collectively more than
150 years of investment banking experience at leading U.S. investment banks. Visit Moody Capital’s website at www.moodycapital.com.
Safe
Harbor Statement
This
release contains statements that constitute forward-looking statements. These statements appear in several places in this release and
include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company,
its directors or its officers with respect to, among other things, the anticipated use of proceeds from the rights offerings, the execution
of the Company’s growth strategy, opportunities in AI RAN and Open RAN wireless technologies, potential share repurchases, and
future operating performance. The words “may” “would” “will” “expect” “estimate”
“anticipate” “believe” “intend” and similar expressions and variations thereof are intended to identify
forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ
materially from those projected in the forward-looking statements because of various factors. Other risks are identified and described
in more detail in the “Risk Factors” section of the Company’s filings with the SEC, which are available on our website
and with the SEC at sec.gov. We undertake no obligation to update, and we do not have a policy of updating or revising these forward-looking
statements, except as required by applicable law.
Contacts:
Corporate
Social Media
X:
@AmpliTechAMPG
Instagram:
@AmpliTechAMPG
Facebook:
AmpliTechInc
LinkedIn: AmpliTech
Group Inc
Company
Contact:
Jorge Flores
Tel:
631-521-7831
Investors@amplitechgroup.com
