AmpliTech cuts Titan asset price to $7M, revises payment

Q: How will AmpliTech Group (AMPG) pay the remaining $2,000,000 purchase price?

The remaining $2,000,000 will be paid as $1,000,000 in cash and $1,000,000 in restricted common stock. The stock value is based on the 30-day volume-weighted average price before transfer of the 5G ORAN design package.

Q: What conditions must be met before AmpliTech Group (AMPG) pays the remaining purchase price?

Payment of the remaining $2,000,000 is conditioned on transfer of a fully developed 5G ORAN radio design package and acknowledgment by AmpliTech’s manufacturing partner that the documentation is suitable for full production.

Q: What happens to Titan Crest’s obligations under the AmpliTech Group (AMPG) agreement?

Under the amendment, Titan Crest is released from substantially all remaining covenants and indemnification obligations. These obligations are assumed by its affiliate, while AmpliTech states it has not waived pre-amendment rights or claims.

AmpliTech Group, Inc. entered into Amendment No. 2 to its Asset Purchase Agreement with Titan Crest, LLC and an affiliate on August 6, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AmpliTech Group, Inc. entered into Amendment No. 2 to its Asset Purchase Agreement with Titan Crest, LLC and an affiliate on August 6, 2026. The amendment responds to what the company describes as Titan’s and the affiliate’s substantial delinquency in delivering products, which has caused substantial delays in developing AmpliTech’s products, including documentation and drawing packages for 5G ORAN radio products.

The amendment reduces the aggregate purchase price from $8,000,000 to $7,000,000 and revises the form of payment for the remaining unpaid purchase price of $2,000,000, to be satisfied by $1,000,000 in cash and $1,000,000 in restricted common stock. The stock portion will be priced using the volume-weighted average price over the 30 trading days preceding the transfer of a fully developed 5G ORAN radio design package and its acceptance for full production by AmpliTech’s manufacturing partner. Titan is released from substantially all remaining covenants and indemnification obligations, which are assumed by the affiliate, and AmpliTech states it has not waived any rights or claims arising prior to the amendment date.

Positive

Aggregate purchase price reduced by $1,000,000, from $8,000,000 to $7,000,000, lowering the company’s total consideration for the Titan Crest asset purchase.
Portion of remaining $2,000,000 consideration payable in stock ($1,000,000 cash and $1,000,000 restricted common stock), which may help conserve cash, with pricing tied to a 30-day volume-weighted average.

Negative

The company reports substantial delinquency by Titan and its affiliate in delivering products, causing substantial delays in developing its products, including 5G ORAN radio documentation and drawing packages.

Filing Explained

The 8-K provides a qualified description of the August 6 amendment; the company says the full amendment will be filed as an exhibit to its Form 10-Q for the quarter ended September 30, 2026, making that filing the specified source for the complete terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Original aggregate purchase price: $8,000,000 Amended aggregate purchase price: $7,000,000 Remaining unpaid purchase price: $2,000,000 +3 more

6 metrics

Original aggregate purchase price $8,000,000 Aggregate purchase price under the Titan Asset Purchase Agreement before Amendment No. 2

Amended aggregate purchase price $7,000,000 Aggregate purchase price after Amendment No. 2 with Titan Crest and affiliate

Remaining unpaid purchase price $2,000,000 Unpaid balance to be settled after transfer of 5G ORAN design package

Cash portion of remaining price $1,000,000 Cash component of the $2,000,000 remaining purchase price

Stock portion of remaining price $1,000,000 Value of restricted common stock to satisfy part of remaining purchase price

VWAP lookback period 30 trading days Period used to calculate pricing of restricted common stock before the Transfer

Key Terms

Asset Purchase Agreement, restricted common stock, volume-weighted average price, 5G ORAN radio technology, +1 more

5 terms

Asset Purchase Agreement financial

"entered into Amendment No. 2 to the Asset Purchase Agreement (the “Amendment”)"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

restricted common stock financial

"$1,000,000 in the Company’s restricted common stock based on the volume-weighted"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

volume-weighted average price financial

"based on the volume-weighted average price of our common stock over the thirty"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

5G ORAN radio technology technical

"transfer of the fully developed design package for the 5G ORAN radio technology"

covenants and indemnification obligations financial

"released from substantially all of its remaining covenants and indemnification obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did AmpliTech Group (AMPG) amend on August 6, 2026?

AmpliTech Group (AMPG) executed Amendment No. 2 to its Asset Purchase Agreement with Titan Crest, LLC and an affiliate. The amendment updates pricing and obligations following substantial delivery delays affecting 5G ORAN radio product development and documentation.

How did the Titan asset purchase price change for AmpliTech Group (AMPG)?

AmpliTech Group (AMPG) reduced the aggregate purchase price under the Titan Asset Purchase Agreement from $8,000,000 to $7,000,000. This represents a $1,000,000 decrease in consideration for the acquired assets and related obligations.

How will AmpliTech Group (AMPG) pay the remaining $2,000,000 purchase price?

The remaining $2,000,000 will be paid as $1,000,000 in cash and $1,000,000 in restricted common stock. The stock value is based on the 30-day volume-weighted average price before transfer of the 5G ORAN design package.

What conditions must be met before AmpliTech Group (AMPG) pays the remaining purchase price?

Payment of the remaining $2,000,000 is conditioned on transfer of a fully developed 5G ORAN radio design package and acknowledgment by AmpliTech’s manufacturing partner that the documentation is suitable for full production.

What happens to Titan Crest’s obligations under the AmpliTech Group (AMPG) agreement?

Under the amendment, Titan Crest is released from substantially all remaining covenants and indemnification obligations. These obligations are assumed by its affiliate, while AmpliTech states it has not waived pre-amendment rights or claims.

Why did AmpliTech Group (AMPG) renegotiate the Titan Asset Purchase Agreement?

AmpliTech renegotiated after stating Titan and its affiliate were substantially delinquent in timely delivering products, which caused substantial delays in developing AmpliTech’s products, including 5G ORAN radio documentation and drawing packages.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 04:05 PM Accepted by SEC EDGAR 08/12/2026 - 04:05 PM

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): August 6, 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 1.01 - Entry into a Material Definitive Agreement

On August 6, 2026, AmpliTech Group, Inc (the “Company”) entered into Amendment No. 2 to the Asset Purchase Agreement (the “Amendment”) with Titan Crest, LLC (“Titan”) and its affiliate (the “Affiliate”), which amended certain terms to the Asset Purchase Agreement dated March 26, 2025, as amended on April 15, 2025 (the “Titan APA”). The Amendment was entered into as a result of Titan’s and the Affiliate’s substantial delinquency in timely delivering products to the Company, which has caused the Company substantial delays in developing its products, including the delivery of documentation and drawing packages for the 5G ORAN radio products. Pursuant to the Amendment, the parties agreed, among other things, to (i) decrease the aggregate purchase price from $8,000,000 to $7,000,000 and (ii) amend the form of payment of the remaining purchase price. Subject to the transfer of the fully developed design package for the 5G ORAN radio technology (the “Transfer”) and acknowledgment by the Company’s manufacturing partner that the documentation and drawing package is suitable for full production purposes, the remaining unpaid purchase price of $2,000,000 will be paid as follows: (i) $1,000,000 in cash and (ii) $1,000,000 in the Company’s restricted common stock based on the volume-weighted average price of our common stock over the thirty (30) trading days preceding the date of the Transfer. Pursuant to the Amendment, Titan was released from substantially all of its remaining covenants and indemnification obligations under the Titan APA, and the Affiliate assumed such obligations. The Company did not waive any rights or claims that it may have against Titan or Affiliate arising prior to the date of the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

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: August 12, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents