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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): March 20, 2024
| 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)
(631)-521-7831
(Registrant’s telephone number, including area code)
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2024, AmpliTech Group, Inc. (the “Company”) entered into an amendment (the “Second Amendment”) to its employment agreement with Jorge Flores dated February 21, 2022 (the “Employment Agreement”). The Second Amendment extended the Employment Period under the Employment Agreement to March 20, 2027. No other terms under the Employment Agreement were modified or changed by the Second Amendment.
The foregoing description is qualified in its entirety by reference to the full text of the Employment Agreement and the Second Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein in their entirety by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Employment Agreement, dated February 21, 2022 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022) | |
| 10.2 | Amendment to the Employment Agreement, dated March 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRLdocument) |
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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: March 26, 2024 | By: | /s/ Fawad Maqbool |
| Name: | Fawad Maqbool | |
| Title: | Chief Executive Officer | |
|
|
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is entered into as of the 20th day of March 2024, by and between AmpliTech Group, Inc., a Nevada corporation (the “Company”), and Jorge Flores (the “Employee”).
WHEREAS, Employee and the Company are parties to that certain Employment Agreement dated as of February 21, 2022, as amended (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement as provided herein, effective as of March 20, 2024.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, Employee and the Company agree as follows:
1. Amendment. The last sentence of the first paragraph of the Agreement shall be amended and restated as set forth below:
“The term of this agreement shall be from February 21, 2022 through March 20, 2027 (the “Employment Period”).”
2. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect.
3. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
4. Effectiveness. This Amendment shall be effective as of March 20, 2024.
4. Entire Agreement. This Amendment and the Agreement constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement and this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Facsimile counterparts shall be deemed to be originals.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first set forth above.
| AMPLITECH GROUP, INC. | |
| /s/ Fawaad Maqbool | |
| Name: Fawad Maqbool | |
| Title: President |
| EMPLOYEE | |
| /s/ Jorge Flores | |
| Name: Jorge Flores | |
| Date: March 20, 2024 |