AMPGW Amplitech Group Inc

 

 

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): December 11, 2024

 

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
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 7.01 Regulation FD Disclosure.

 

On December 11, 2024, AmpliTech Group, Inc. (the “Company”) issued a press release announcing the pricing of a $2.2 million registered direct offering for an aggregate of 1,352,500 shares of common stock at an offering price of $1.60 per share. 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 Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated December 11, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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: December 12, 2024

 

 

 

Exhibit 99.1

 

AmpliTech Group Announces Pricing of $2.2 Million Registered Direct Offering

 

HAUPPAUGE, N.Y., December 11, 2024 (GLOBE NEWSWIRE) -- AmpliTech Group, Inc. (Nasdaq: AMPG, AMPGW) (the “Company”), a designer, developer, and manufacturer of state-of-the-art signal processing components for satellite, Public and Private 5G, and other communications networks, including the design of complete 5G/6G systems and a global distributor of packages and lids for integrated circuits assembly, today announced that it has entered into one or more securities purchase agreements with certain institutional investors to purchase 1,352,500 shares of common stock (the “Securities”) at an offering price of $1.60 per share, in a registered direct offering.

 

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $2.2 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about December 13, 2024, subject to the satisfaction of customary closing conditions.

 

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

 

The Securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-278657), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2024. The offering will be made only by means of a prospectus supplement that forms a part of such registration statement.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the Securities offered in the registered direct offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

 

About AmpliTech Group

 

AmpliTech Group, Inc., comprising five divisions—AmpliTech Inc., Specialty Microwave, Spectrum Semiconductors Materials, AmpliTech Group Microwave Design Center, and AmpliTech Group True G Speed Services is a leading designer, developer, manufacturer, and distributor of cutting-edge radio frequency (RF) microwave components and 5G network solutions. Serving global markets, including satellite communications, telecommunications (5G & IoT), space exploration, defense, and quantum computing, AmpliTech Group is committed to advancing technology and innovation.

 

 

Forward-Looking Statements

 

All statements in this release that are not based on historical fact are “forward-looking statements” including within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statements and information related to, among other things, statements regarding the completion of the offering and the expected net proceeds of the offering, as well the Company, its business plan and strategy, and its industry. These statements reflect management’s current views with respect to future events based on information currently available and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements, including risks regarding the Company’s ability to satisfy closing conditions related to the offering, risks related to market conditions, and other risks described in the Company’s filings with the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

 

Contacts:

 

Corporate Social Media

 

Twitter: @AmpliTechAMPG

Instagram: @AmpliTechAMPG

Facebook: AmpliTechInc

Linked In: AmpliTech Group Inc

 

Investor Social Media

 

Twitter: @AMPG_IR

StockTwits: @AMPG_IR

 

Company Contact:

 

Jorge Flores

Tel: 631-521-7831

Investors@amplitechgroup.com

 

 

v3.24.3

Cover	Dec. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 11, 2024
Entity File Number	001-40069
Entity Registrant Name	AmpliTech Group, Inc.
Entity Central Index Key	0001518461
Entity Tax Identification Number	27-4566352
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	155 Plant Avenue
Entity Address, City or Town	Hauppauge
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11788
City Area Code	(631)
Local Phone Number	521-7831
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AMPG
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	AMPGW
Security Exchange Name	NASDAQ

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