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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): January 26, 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 | ||
| 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 January 26, 2026, AmpliTech Group, Inc. issued a press release announcing the pricing of an approximate $9,042,650 offering for an aggregate of 2,230,000 Units at an offering price of $4.055 per Unit. Each Unit consists of one share of common stock, one Series A right to purchase one share of common stock at $5.00, and one Series B right to purchase one share of common stock at $6.00. 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 January 26, 2026 | |
| 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: January 26, 2026 | ||
Exhibit 99.1
AmpliTech Group Announces Pricing of $9 Million Unit Offering
HAUPPAUGE, NY, January 26, 2026 (GLOBE NEWSWIRE) — 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 Open RAN, satellite and quantum computing systems, today announced that it has entered into securities purchase agreements with certain institutional investors to purchase 2,230,000 Units at an offering price of Four dollars and Five and a half cents ($4.055) per Unit, in a registered direct offering. Each Unit consisted of one share of common stock, one Series A right to purchase one share of common stock at $5.00, and one Series B right to purchase one share of common stock at $6.00.
The gross proceeds to the Company from the registered direct offering are estimated to be approximately $9,042,650 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about January 27, 2026, subject to the satisfaction of customary closing conditions.
Moody Capital Solutions, Inc. 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. 333-288863), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2025. 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.
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
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. 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
X: @AmpliTechAMPG
Instagram: @AmpliTechAMPG
Facebook: AmpliTechInc
Linked In: AmpliTech Group Inc
Company Contact:
Jorge Flores
Tel: 631-521-7831
Investors@amplitechgroup.com
Investor Relations Contact:
Kirin Smith
PCG Advisory, Inc.
ksmith@pcgadvisory.com