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): January 12, 2026
| 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 8.01 Other Events.
On January 12, 2026, the Company announced the results of its Unit Subscription Rights Offering.
A copy of the press release announcing the results of the Unit Rights Offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Unit Rights Offering will be made only by means of 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 Unit 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. | Exhibit Description | |
| 99.1 | Press Release dated January 12, 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 its behalf by the undersigned hereunto duly authorized.
| AMPLITECH GROUP INC. | ||
| Date: January 12, 2026 | By: | /s/ Fawad Maqbool |
| Name: | Fawad Maqbool | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
AmpliTech Group Receives over $9 million for its $4 Unit Subscription Rights Offering
Hauppauge, NY, January 12, 2026 – AmpliTech Group, Inc. (Nasdaq: AMPG, AMPGW), a designer, developer, and manufacturer of state-of-the-art signal processing components for global communications infrastructure, including 5G/6G ORAN, satellite, and quantum computing systems, today announced the final results for its unit subscription rights offering.
The Company received approximately $9,072,816 in unit subscriptions consisting of 1,247,086 basic subscriptions and 1,021,118 over-subscriptions. Available units were allocated among those rights holders who exercised their over-subscription privilege based on the number of units each rights holder subscribed for in accordance with the procedures described in the prospectus, as amended to date, relating to the unit rights offering.
AmpliTech intends to use the net proceeds from the unit rights offering to scale domestic manufacturing and operations; advance R&D and product commercialization; deepen vertical integration and supply-chain resilience; engage in strategic partnerships; and support corporate growth initiatives; and for working capital and general corporate purposes.
After giving effect to the issuance of 2,268,204 shares of common stock in the unit rights offering, the Company will have 22,951,299 shares of common stock issued and outstanding. Moody Capital Solutions, Inc. acted as the dealer-manager for the unit rights offering.
AmpliTech has an effective Form S-3 base prospectus, as supplemented and amended, from which it offered the units registered with the Securities and Exchange Commission (“SEC”). The unit rights offering at $4 per unit consisted of one share of common stock and one series A right and one series B right, with each right to purchase an additional share of common stock. AmpliTech will use its best efforts to have the series A and series B rights listed on Nasdaq Capital Market, though it cannot guarantee such an outcome. The common stock forming a part of the units will be listed on the Nasdaq Capital Market. AmpliTech will hold the closing of the unit rights offering as soon as practicable.
Series A & B Rights Calendar
| Series A Rights Subscription Price of $5 per share | ||
| Deadline for delivery of subscription certificates and payment of exercise price | July 18, 2026 | |
| Expiration date for series A rights | July 18, 2026 | |
| Series B Rights Subscription Price of $6 per share | ||
| Deadline for delivery of subscription certificates and payment of exercise price | November 20, 2026 | |
| Expiration date for series B rights | November 20, 2026 |
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. Securities of AmpliTech are “covered securities” under Section 18 of the Securities Act, and . the unit rights offering will be made only by means of a prospectus.
Amplitech Group has filed a registration statement (including a base prospectus and prospectus supplement (as amended) (collectively the “Prospectus”)) with the SEC for the offering to which this communication relates. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. If you have any questions or need further information about the unit rights offering, or how to exercise series A and series B rights, please call MacKenzie Partners, Inc., the information agent for this offering by telephone (212) 929-5500 (bankers and brokers) or (800) 322-2885) (all others) or by email at AMPG@mackenziepartners.com.
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About Moody Capital Solutions, Inc. Moody Capital Solutions, Inc. is a relationship-driven investment bank providing high-touch advisory services and disciplined transaction execution. The firm cultivates and actively maintains deep relationships across a broad network of institutional investors, top-tier law firms, and investor relations specialists—connections that support efficient deal structuring and seamless closings.
At Moody Capital, each client engagement is led directly by senior bankers from strategy through closing; the firm does not delegate core execution responsibilities to junior staff. Moody Capital’s senior bankers collectively bring more than 150 years of investment banking experience, including tenures at many of the leading large-cap and small-cap investment banks in the United States. For more information, please visit https://moodycapital.com/
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 ORAN 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.
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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 growth of ORAN 5G Networks, Quantum Computing and Satellite/terrestrial high-speed connectivity, the Company’s capability to design and manufacture quantum computing amplifier products that will lead to further production orders, growth and profitability, and the Company’s ability to close on its unit rights offering. 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 Social Media
Twitter: @AMPG_IR
StockTwits: @AMPG_IR
Investor Relations Contact:
Kirin Smith
PCG Advisory, Inc.
ksmith@pcgadvisory.com
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