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): November 3, 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 7.01. Regulation FD Disclosure
On November 3, 2025, the Company issued a press release announcing that AmpliTech Group Issues Free Writing Prospectus Providing Additional Details of its 2025 Unit Rights Offering and its 5G ORAN Growth Opportunity. A copy of the Free Writing Prospectus may be obtained at the Company’s website: https://www.amplitechgroup.com/investor-relations
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. A copy of the
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 |
|
| 99.9 | Press Release dated November 3, 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: November 3, 2025 | By: | /s/ Fawad Maqbool |
| Name: | Fawad Maqbool | |
| Title: | Chief Executive Officer | |
Exhibit 99.1

AmpliTech Group Issues Free Writing Prospectus Providing Additional Details of its 2025 Unit Rights Offering and its 5G ORAN Growth Opportunity
Hauppauge, NY, November 3, 2025 – AmpliTech Group, Inc. (Nasdaq: AMPG, AMPGW), a designer and manufacturer of advanced signal-processing components for satellite, Public and Private 5G, and other communications networks, including complete 5G/6G systems, and a global distributor of IC packaging solutions, today announced the filing of its Free Writing Prospectus (FWP).
The FWP provides additional details of its recently announced 2025 Unit Rights Offering as well as further describing its 5G ORAN growth opportunity and its strong position to capitalize on this high-tech market. Investors are urged to review the full FWP here: https://www.amplitechgroup.com/investor-relations
AmpliTech Positioned for ORAN Market Growth Opportunity
AmpliTech Group stands out as a highly enviable company within the growing Open RAN market due to its strong technological leadership, strategic alliances, and demonstrated commercial traction. AmpliTech has developed advanced 5G Open RAN solutions, including a provisional pending patent for Massive MIMO 64T64R radio platform tailored for dense urban and military applications.
The company has secured significant Letters of Intent (LOIs) totaling over $118 million with major Asian and North American mobile network operators, with millions already converted to funded purchase orders. As one of the few U.S.-based end-to-end ORAN 5G solution providers, AmpliTech benefits from increased demand for domestic technology vendors in critical infrastructure. Additionally, its integration of AI and machine learning into network optimization enhances competitive advantages in energy efficiency and security.
These factors, combined with a strong balance sheet, growing revenue, key partnerships, and active engagement in leading industry alliances like the ORAN Alliance and Telecom Infra Project, position AmpliTech for scalable and profitable growth in a rapidly accelerating telecom landscape driven by widespread 5G adoption.
Financial Growth for AmpliTech Group
AmpliTech Group’s path to profitability appears achievable as Q2 2025 unaudited revenue approaches $11 million, with 75% derived from high-margin 5G ORAN products. The momentum is unmistakable: a robust $78 million Letter of Intent pipeline scheduled for delivery across FY2026 and FY2027 provides exceptional revenue visibility and validates strong market demand.
Management expects gross margins to return to double digits within six months, extending through FY2026, as the company scales operations while maintaining cost discipline. This carefully orchestrated progression from growth to anticipated profitability is driven by large-scale enterprise orders and a product portfolio perfectly aligned with the global 5G infrastructure buildout.
For investors evaluating the upcoming rights offering, AmpliTech represents a compelling opportunity to participate in a company whose revenue trajectory has shifted from speculative to systematic.
Rights Offering Use of Proceeds
Balance Sheet Strengthening: The rights offering will fortify AmpliTech’s financial position to execute on $118 million in Letters of Intent, $78 million from a major global 5G ORAN organization and $40 million from a Tier-1 North American mobile network operator, positioning the company for sustained profitability.
Strategic Growth Investment: Proceeds will fuel margin expansion through continued investment in quantum-enabled 5G architectures while accelerating product deliveries to Tier-1 operators, ensuring AmpliTech captures critical next-generation infrastructure rollouts.
Operational Scaling: Capital will support comprehensive working capital needs including R&D, patent portfolio development, engineering, operations, quality inspection, IT infrastructure, and sales force expansion—providing the operational flexibility to scale with growing demand.
For any specific questions please email:
Information Agent: Mackenzie Partners AMPG@mackenziepartners.com
Dealer Manager: Moody Capital Solutions, Inc. info@moodycapital.com
Investor Relations: PCG Advisory, Inc. Kirin Smith ksmith@pcgadvisory.com
The Company has filed a Registration Statement (including a prospectus) and a Prospectus Supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that Registration Statement (including the Risk Factors contained therein), the Prospectus Supplement, and other documents that the Company has filed with the SEC for more complete information about our company and this offering. You may get these documents for free by visiting EDGAR or the SEC web site at www.sec.gov. If you have any questions or need further information about this offering, please call MacKenzie Partners Inc., the information agent for this offering at telephone (212) 929¬5500 (bankers and brokers) or (800) 322-2885 (all others) or by email atAMPG@mackenziepartners.com. Alternatively, AmpliTech Group, Inc., the dealer-manager or the information agent will arrange to send you the prospectus and the prospectus supplement if you request it using the contact information set forth in the offering materials.
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. For more information, please visit www.amplitechgroup.com or amplitech5G.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, that attending this event, be successful in it Rights Offering and completion of the Rights Offering will lead to further production orders, growth and profitability. The words “may” “would” “will” “expect” “estimate” “anticipate” “believe” “intend” for 5G orders 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 | Company Contact: |
| X: @AmpliTechAMPG | Jorge Flores |
| Instagram: @AmpliTechAMPG | Tel: 631-521-7831 |
| Facebook: AmpliTechInc | Investors@amplitechgroup.com |
| Linked In: AmpliTech Group Inc |
Investor Relations Contact:
Kirin Smith
ksmith@pcgadvisory.com