AmpliTech Group, Inc. 8-K

What Happened

• AmpliTech Group, Inc. announced a registered direct offering under its effective Form S-3: 2,230,000 Units priced at $4.055 per Unit (expected gross proceeds ≈ $9,042,650) with closing on or about January 27, 2026. Each Unit consists of one share of common stock plus a Series A Right (exercise $5.00) and a Series B Right (exercise $6.00). The Series A Right may be exercised through July 18, 2026; the Series B Right through November 20, 2026. The Units must be purchased as Units but the components will be issued separately.
• The company engaged Moody Capital Solutions, Inc. as placement agent and agreed to pay a fee equal to 6.0% of aggregate gross proceeds (including proceeds from exercises of the Series Rights) and reimburse up to $15,000 of accountable expenses. Directors and executive officers agreed to a 60‑day lock-up after closing limiting sales of company common stock or related securities.
• Separately, on January 20, 2026, AmpliTech entered one‑year director agreements with independent directors Andrew Lee, Daniel Mazziota and Shailesh “Sonny” Modi that provide meeting expense reimbursement, indemnification, and annual compensation of 15,000 Restricted Stock Units (RSUs) each under the company’s equity plan.

Key Details

• Units: 2,230,000 Units at $4.055 per Unit; gross proceeds ≈ $9,042,650 (before fees/expenses).
• Unit components: 1 common share + Series A Right (exercise $5.00, expires July 18, 2026) + Series B Right (exercise $6.00, expires Nov 20, 2026).
• Placement agent: Moody Capital Solutions; fee = 6.0% of gross proceeds; up to $15,000 expense reimbursement.
• Governance/insider terms: 60‑day lock-up for directors/officers; 3 independent directors to receive 15,000 RSUs each under one‑year director agreements.

Why It Matters

• Financing and cash: The offering is intended to raise capital (≈ $9.04M gross) which can provide near‑term funding for the company’s operations or initiatives. Placement fees and expenses will reduce net proceeds.
• Potential dilution: The issuance of common shares in the Units and the possible exercise of the Series A and B Rights (at $5.00 and $6.00) can increase outstanding shares if exercised, which may dilute existing shareholders.
• Insider/board stability: The 60‑day lock-up limits short‑term insider selling after the offering, while director RSUs align new independent directors’ compensation with shareholder interests.
• Timing/legal: The offering is being made under an existing S-3 registration (declared effective Aug 4, 2025) and a prospectus supplement filed Jan 26, 2026; closing expected on or about Jan 27, 2026.