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
Securities Purchase Agreement.
On September 9, 2024, AmpliTech Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor for the sale by the Company of 1,369,488 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share at a per share price of $0.7302. The closing of the offering is expected to occur on September 11, 2024, subject to satisfaction of customary closing conditions (the “Closing Date”).
The gross proceeds to the Company from the offering was approximately $1.0 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company.
Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 30 days after the Closing Date, subject to certain exceptions. In addition, the Company agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 30 days after the Closing Date, subject to certain exceptions.
The offering of the Shares was made pursuant to a shelf registration statement on Form S-3 (File No. 333-278657) (the “Registration Statement”), which was originally filed by the Company with the Securities and Exchange Commission on April 12, 2024, and declared effective on April 24, 2024. The Company filed a prospectus supplement dated September 9, 2024 with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Shares on September 11, 2024 (“Prospectus Supplement”).
Placement Agency Agreement
On September 9, 2024, the Company entered into a placement agency agreement with Maxim Group LLC (the “Placement Agent”) (the “Placement Agency Agreement”), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.5% of the aggregate gross proceeds received by the Company from the sale of the Shares in the offering. The Company also agreed to reimburse the Placement Agent for up to $25,000 in accountable expenses, including the Placement Agent’s legal counsel’s fees.
The representations, warranties and covenants contained in the Purchase Agreement and Placement Agency Agreement were made solely for the benefit of the parties to the Purchase Agreement and Placement Agency Agreement. In addition, such representations, warranties and covenants: (1) are intended as a way of allocating the risk between the parties to such agreements and not as statements of fact, and (2) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement and Placement Agency Agreement are filed with this Current Report on Form 8-K only to provide investors with information regarding the terms of the transactions described herein, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement or Placement Agency Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Pursuant to the terms of the Placement Agency Agreement, for a period of 9 months from the Closing Date, the Company granted the Placement Agent the right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity, equity-linked, or debt (excluding commercial bank debt) offerings of the Company or any successor to or any subsidiary of the Company for which the Company retains the service of an underwriter, agent, advisor, finder, or other person or entity in connection with such offering during such 9 month period. The Company agreed not to offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which the Company offers to retain the placement agent.
Lock-Up Agreement
Pursuant to a Lock-Up Agreement with the Placement Agent, the Company’s directors and executive officers agreed for a period of 30 days, after the Closing Date, subject to certain exceptions, not to directly or indirectly offer, sell, or otherwise transfer or dispose of, directly or indirectly, any common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock of the Company.
The forms of the Purchase Agreement, Placement Agency Agreement and the Lock-Up Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
A copy of the legal opinion issued by the Company’s legal counsel relating to certain legal matters in connection with the offering and the validity of the Shares offered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report and incorporated by reference into the Prospectus Supplement.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Legal Opinion of Lewis Brisbois Bisgaard Smith LP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Placement Agency Agreement | |
| 10.3 | Form of Lock-Up Agreement | |
| 23.1 | Consent of Lewis Brisbois Bisgaard Smith LP (included in Exhibit 5.1) | |
| 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: September 10, 2024 | ||