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): April 16, 2021
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AmpliTech Group, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Nevada |
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000-54355 |
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27-4566352 |
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(State of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
620 Johnson Avenue
Bohemia, NY 11716
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
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AMPG |
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The Nasdaq Stock Market LLC |
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Warrants to Purchase Common Stock |
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AMPGW |
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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. ☐
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Item 8.01 Other Events.
On April 16, 2021, AmpliTech Group, Inc. (the “Company”) issued a press release announcing the closing of the Company’s previously announced registered direct offering of 2,715,000 shares of common stock, and concurrent private placement of warrants to purchase an aggregate of 1,900,500 shares of common stock at an exercise price of $8.48 per share. The combined purchase price for one share of common stock with 70% warrant coverage was $8.48. The aggregate gross proceeds to the Company were approximately $23.0 million, before deducting placement agent fees and expenses of the offering payable by the Company. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
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AmpliTech Group, Inc. |
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Date: April 19, 2021 |
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/s/ Fawad Maqbool |
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Name: |
Fawad Maqbool |
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Title: |
President |
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EXHIBIT 99.1
AmpliTech Announces Closing of $23.0 Million Registered Direct Offering Priced At-The-Market
Bohemia, New York – April 16, 2021 – AmpliTech Group, Inc. (NASDAQ: AMPG) (the “Company”), a designer, developer, and manufacturer of custom and standard state-of-the-art RF components for Commercial, SATCOM, Space, Defense, and Military markets, today announced the closing of its previously announced registered direct offering of 2,715,000 shares of common stock priced at-the-market under Nasdaq rules. Additionally, the Company also issued to the investors warrants to purchase an aggregate of 1,900,500 shares of common stock at an exercise price of $8.48 per share with a five-year term in a concurrent private placement. The combined purchase price for one share of common stock with 70% warrant coverage was $8.48. The aggregate gross proceeds to the Company were approximately $23.0 million, before deducting placement agent’s fees and expenses of the offering payable by the Company.
Maxim Group LLC acted as the exclusive placement agent for the offering.
The shares of common stock described above were offered pursuant to a "shelf" registration statement (File No. 333-254969) filed with the Securities and Exchange Commission, or SEC, on April 1, 2021 and declared effective on April 14, 2021. The warrants issued in the concurrent private placement and shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Such shares were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the offering of the shares were filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering of the securities may be obtained on the SEC's website at http://www.sec.gov or from Maxim Group LLC at 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at (212) 895-3745.
CEO Fawad Maqbool commented, "With this financing, we are now in a better position to support our larger customers and provide them with the necessary support and services to maintain and increase their business and confidence.”
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor there 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.
About AmpliTech Group, Inc.
AmpliTech Group, Inc. designs, develops, and manufactures custom and standard state-of-the-art RF components for the Domestic and International, SATCOM, Space, Defense and Military markets. These designs cover the frequency range from 50 kHz to 40 GHz - eventually, offering designs up to 100 GHz. AmpliTech also provides consulting services to help with any microwave components or systems design problems. Our steady growth over the past 13+ years has come about because we can provide complex, custom solutions for nearly ANY custom requirements that are presented to us. In addition, we have the best assemblers, wires, and technicians in the industry and can provide contract assembly of customers' own designs. Website: http://www.AmpliTechinc.com.
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Safe Harbor Statement
This release contains statements that constitute forward-looking statements. These statements appear in a number of 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: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," 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 as a result of various factors.
Contact:
Fawad Maqbool, CEO
AmpliTech Group, Inc.
(631) 521-7831
Twitter: https://twitter.com/AmpliTechAMPG
Instagram: https://www.instagram.com/amplitechampg/
Facebook: https://www.facebook.com/AmpliTechInc
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