UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2021, AmpliTech Group, Inc. (“AmpliTech”) completed its previously announced acquisition of substantially all of the assets of Spectrum Semiconductor Materials, Inc., a California corporation (“Spectrum”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) entered into on November 19, 2021 (the “Acquisition”). AmpliTech paid an aggregate purchase price of $10,250,000, subject to certain working capital and other adjustments (the “Aggregate Consideration”), of which $750,000 was paid by the issuance of 188,442 unregistered shares of AmpliTech’s common stock (the “Stock Proceeds”) at the closing of the Acquisition.
The foregoing descriptions of the Purchase Agreement and the Acquisition do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 is incorporated herein by reference. In connection with the issuance of the Stock Proceeds, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 8.01 Other Events
On December 16, 2021, the Company issued a press release announcing the closing of the Acquisition. A copy of this press release is filed as Exhibit 99.1 hereto, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Press release issued by AmpliTech Group, Inc. on December 16, 2021 | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirement 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. |
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Date: December 20, 2021 | By: | /s/ Fawad Maqbool |
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| Name: | Fawad Maqbool |
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| Title: | President |
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