Prospectus Supplement Filed Pursuant to Rule 424(b)(5)

(To prospectus dated April 1, 2020) Registration No. 333-236859

ADDVANTAGE TECHNOLOGIES GROUP, INC.

Up to $13,850,000

We have entered into an Equity Distribution Agreement with Northland Securities, Inc., or Northland, relating to our shares of common stock, $0.01 par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the distribution agreement, we may offer and sell from time to time shares of our common stock having an aggregate offering price of up to $13,850,000 through Northland, acting as our agent.

Our common stock is traded on the NASDAQ Global Market and is quoted under the symbol “AEY.” On April 20, 2020, the last reported sale price of our common stock was $2.37 per share.

The aggregate market value of our outstanding common stock held by non-affiliates was $41,553,805, as of February 26, 2020, based on 10,471,292 outstanding shares of common stock, of which approximately 7,484,172 shares of common stock were held by non-affiliates, and a per share price of $5.55, the closing sale price of our common stock on February 26, 2020. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus supplement with a value more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates remains less than $75.0 million. During the 12 calendar month period that ends on, and includes, the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.

Upon our delivery of a placement notice and subject to the terms and conditions of the distribution agreement, Northland may sell the common stock by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. Northland will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations, and the rules of the NASDAQ Stock Market. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We will pay Northland a commission for its services in acting as agent and/or principal in the sale of common stock, equal to 3% of the gross sales price per share of all shares sold through it as agent under the distribution agreement. In connection with the sales of the common stock on our behalf, Northland will deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to Northland will be deemed to be underwriting commissions or discounts. We have agreed in the distribution agreement to provide indemnification and contribution to Northland against certain liabilities, including liabilities under the Securities Act.

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Our business and investment in our common stock involve risks that are described in the “Risk Factors” section beginning on page s-13 of this prospectus supplement and beginning on page 3 of the accompanying prospectus. You should also carefully read our Annual Report on Form 10-K for the year ended September 30, 2019, our most recent quarterly report on Form 10-Q, all information set forth in this prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference herein before making investment decisions.

Neither the Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Northland Capital Markets

The date of this prospectus supplement is April 24, 2020

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TABLE OF CONTENTS

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT	s-4
WHERE YOU CAN FIND MORE INFORMATION	s-6
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	s-7
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	s-9
PROSPECTUS SUPPLEMENT SUMMARY	s-10
THE OFFERING	s-12
RISK FACTORS	s-13
DESCRIPTION OF COMMON STOCK	s-16
USE OF PROCEEDS	s-17
DILUTION	s-18
PLAN OF DISTRIBUTION	s-20
LEGAL MATTERS	s-22
EXPERTS	s-23

Prospectus

ABOUT THIS PROSPECTUS	2
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS	2
ADDVANTAGE TECHNOLOGIES GROUP, INC.	3
RISK FACTORS	3
USE OF PROCEEDS	13
SECURITIES WE MAY OFFER	13
DESCRIPTION OF CAPITAL STOCK	14
DESCRIPTION OF WARRANTS	17
DESCRIPTION OF STOCK PURCHASE CONTRACTS	18
DESCRIPTION OF RIGHTS	19
PLAN OF DISTRIBUTION	20
WHERE YOU CAN FIND MORE INFORMATION	21
LEGAL OPINIONS	22
EXPERTS	23

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference as described under the heading “Incorporation of Certain Information by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the common stock we are offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus supplement, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying prospectus or any document incorporated by reference herein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

You should rely only on the information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein. We have not authorized, and the underwriters have not authorized, anyone to provide you with information that is different. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein, is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock and warrants. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying prospectus.

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We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

When we refer to “ADDvantage,” “AEY,” “we,” “our,” “us” and the “Company” in this prospectus supplement, we mean ADDvantage Technologies Group, Inc. and its subsidiaries, unless otherwise specified.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual reports, proxy statements, quarterly reports, special reports, and other information with the Securities and Exchange Commission (“SEC”). You may read and copy reports, statements or other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the operation of the Public Reference Room. Our SEC filings are also available to the public at the website maintained by the SEC at http://www.sec.gov. Information about us can also be found at our website at http://www.addvantagetechnologies.com.

This prospectus, which constitutes a part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act of 1933, as amended, or the Securities Act, omits certain of the information set forth in the registration statement. Accordingly, you should refer to the registration statement and its exhibits for further information with respect to us and our common stock. Copies of the registration statement and its exhibits are on file at the offices of the SEC. This prospectus contains statements concerning documents filed as exhibits. For the complete text of any of these documents, we refer you to the copy of the document filed as an exhibit to the registration statement.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to other documents which we have filed. The information incorporated by reference is considered to be part of this prospectus supplement and the underlying prospectus, and information that we file later with the SEC will automatically update and supersede the information in this prospectus supplement and the underlying prospectus supplement. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, until all of the shares offered by this prospectus supplement have been sold, if any, or we otherwise terminate the offering of these shares:

•	Our Annual Report on Form 10-K for the year ended September 30, 2019, as filed with the SEC on December 17, 2019, which incorporates by reference our proxy statement, as amended filed with the SEC on January 28, 2020;

•	Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, as filed with the SEC on February 13, 2020;

•	Our Current Reports on Form 8-K as filed with the SEC on December 3, 2019, December 12, 2019, February 5, 2020, February 13, 2020, February 20, 2020, February 27, 2020, March 23, 2020, March 24, 2020 and March 27, 2020; and

•	The description of our common stock contained in our registration statement on Form SB-2, file no. 33-9902-FW, including any amendment or report filed before or after the date of this prospectus for the purpose of updating the description.

In addition, we incorporate by reference any filings we will make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the offering of securities pursuant to this prospectus supplement is completed or terminated.

We will provide, without charge, to each person to whom a copy of this prospectus supplement has been delivered, a copy of any of the documents referred to above as being incorporated by reference. You may request a copy of these filings by writing or telephoning us at the following address:

Scott Francis

Chief Accounting Officer

ADDvantage Technologies Group, Inc.

1430 Bradley Lane, Suite 196

Carrollton, Texas 75007

(918) 251-9121

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prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in any prospectus supplement is accurate as of any date other than the date on its cover page.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this prospectus or any prospectus supplement, including, but not limited to, information regarding the status and progress of our operating activities, the plans and objectives of our management, assumptions regarding our future performance and plans, and any financial guidance provided therein, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continues,” “anticipate,” “intend,” “foresee,” “expect” and similar expressions typically identify these forward-looking statements although not all forward-looking statements contain these identifying words. Forward-looking statements are made subject to certain inherent risks and uncertainties that could cause actual results to differ materially from those stated. Risks and uncertainties that could cause or contribute to such differences include, without limitation, those discussed in the section entitled “Risk Factors” included in this prospectus and elsewhere in or incorporated by reference into this prospectus. We undertake no obligation to update any forward-looking statements as a result of future events or developments.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus supplement, the accompanying prospectus, or in other documents incorporated by reference herein. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read this entire prospectus carefully before making an investment in our securities. You should carefully consider, among other things, our financial statements, our most recent Annual Report on Form 10-K, and the related notes and sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should be aware of other information that we file with the SEC from time to time and incorporate by reference herein, as such risk factors may be amended, updated or modified periodically in our reports filed with the SEC, and the financial data, related notes, and the reports incorporated by reference in this prospectus supplement and the accompanying prospectus.

Company Overview

The Company was incorporated under the laws of Oklahoma in September 1989 as “ADDvantage Media Group, Inc.” In December 1999, its name was changed to ADDvantage Technologies Group, Inc. In 2019, the Company moved its headquarters from Broken Arrow, Oklahoma to the Dallas, Texas area.

The Company (through its subsidiaries) (i) provides turn-key wireless infrastructure services for wireless carriers, tower companies and equipment manufacturers, and (ii) distributes and services a comprehensive line of electronics and hardware for the telecommunications industry. In addition, we offer our customers decommissioning services for surplus and obsolete equipment, which we in turn process through our recycling program.

The Company’s Wireless Infrastructure Services ("Wireless Services") segment operates through our subsidiary, Fulton Technologies, Inc. (“Fulton”), which was acquired via an asset purchase on January 4, 2019. The Company’s Wireless Services segment provides turn-key wireless infrastructure services for the four major U.S. wireless carriers, communication tower companies, national integrators, and original equipment manufacturers that support these wireless carriers. These services primarily consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 4G and 5G.

The Company’s Telecommunications segment operates through our subsidiaries, Nave Communications Company (“Nave”) and ADDvantage Triton, LLC (“Triton”). These subsidiaries sell new and refurbished telecommunications networking equipment, including both central office and customer premise equipment, to its customer base of telecommunications providers, customers and resellers located primarily in North America. This segment also offers its customers repair and testing services for telecommunications networking equipment and decommissioning services for surplus and obsolete equipment, which is in turn processed through its recycling program.

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Our principal executive offices are located at 1430 Bradley Lane, Suite 196, Carrollton, Texas 75007, and our telephone number at that location is (918) 251-9121. Our website is www.addvantagetechnologies.com. Except for this prospectus and the documents incorporated by reference which are on our website, other information on our website is not and should not be considered part of this prospectus supplement.

Additional information regarding ADDvantage is set forth in documents on file with the SEC and incorporated by reference in this prospectus supplement and the accompanying prospectus, as described in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies.

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THE OFFERING

Common Stock Offered by Us:	Shares of our common stock having an aggregate offering price of up to $13,850,000.
Common Stock to be Outstanding After this Offering Assuming the Sale of All Shares In this Offering:	Up to 16,315,173 shares, assuming sales of 5,843,881 shares of our common stock in this offering at a price of $2.37 per share, which was the closing price of our common stock on the NASDAQ Global Market on April 20, 2020. The actual number of shares issued will vary depending on the sales price under this offering.
Manner of Offering:	“At the market offering” that may be made from time to time through our sales agent, Northland. See “Plan of Distribution.”
Use of Proceeds:	We intend to use the net proceeds from the sale of shares that we may offer under this prospectus supplement and the accompanying prospectus for general corporate purposes. These purposes may include capital expenditures, repayment or refinancing of indebtedness, acquisitions and repurchases and redemption of securities. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness. See “Use of Proceeds.”
Risk Factors:	Before deciding to invest in shares of our common stock, you should read carefully the risks set forth under the caption “Risk Factors” beginning on page s-13 of this prospectus supplement and page 3 of the accompanying prospectus, and the other information that we file with the SEC from time to time and incorporate by reference herein for certain considerations relevant to an investment in our common stock.
NASDAQ Symbol:	AEY
Transfer Agent and Registrar:	Continental Stock Transfer & Trust Company

The number of shares of our common stock that will be outstanding immediately after this offering as shown above is based on 10,471,292 shares outstanding as of April 20, 2020 and excludes as of such date:

•	543,333 shares of our common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $1.85 per share; and

•	An aggregate of 1,123,821 shares of common stock reserved for future issuance under our Equity Incentive Plan, as amended.

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RISK FACTORS

Investing in the common stock involves certain risks. In considering whether to purchase the common stock, you should carefully consider the information we have included or incorporated by reference in this prospectus supplement and the accompanying prospectus. In particular, you should carefully consider the information under the heading “Risk Factors” in the accompanying prospectus, as well as the factors listed under the heading “Cautionary Statements Regarding Forward-Looking Statements” contained in our Annual Report on Form 10-K for the year ended September 30, 2019 incorporated by reference herein.

Additional Risks Related to This Offering

The ongoing COVID-19 global pandemic has created significant market and operational uncertainty that could adversely affect the value of our common stock.

The COVID-19 global pandemic has created serious market uncertainty, and any prolonged pandemic could affect our ability to maintain a consistent level of staffing, and to purchase, obtain and provide necessary equipment, goods and services in a timely manner. Because we operate in the telecommunications space we are considered an “essential” business and intend to continue operating for the duration of the pandemic. However, the global pandemic may continue to affect the demand for our goods and services. Further, any prolonged pandemic could create significant market uncertainty and significant market volatility which could have an adverse effect on the value of our common stock. We cannot predict when this pandemic will subside or when the market and our operations will return to normal. The future impact of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus.

Our issuance of additional capital stock may reduce the market price for shares of our common stock and dilute the ownership interests of existing stockholders.

We cannot predict the effect that future sales of our capital stock, including sales pursuant to the distribution agreement, or the availability of our securities for future sale, will have on the market price of shares of our common stock. Sales of substantial amounts of our common stock, or the perception that such sales might occur, could negatively impact the market price of our common stock and the terms upon which we may obtain additional equity financing in the future. The issuance of any additional shares of our common stock could be substantially dilutive to holders of our common stock, including purchasers of common stock in this offering.

Legislative or regulatory action could adversely affect purchasers of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in our common stock. Changes are likely to continue to occur in the future, and we cannot assure you that any of these changes will not adversely affect our stockholders’ stock. Any of these changes could have an adverse

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effect on an investment in our common stock or on market value or resale potential of our common stock. Stockholders are urged to consult with their own tax advisor with respect to the impact that recent legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our stock.

We have broad discretion in how we use the net proceeds of this offering, and we may not use the proceeds effectively or in ways in which you agree.

Our management will have broad discretion as to the application of the net proceeds from this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of any such proceeds. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our processes, and cause the price of our common stock to decline.

You may experience immediate and substantial dilution.

The offering prices per share in this offering may exceed the net tangible book value (deficit) per share of our common stock. Assuming that an aggregate of 5,843,881 shares of our common stock are sold at a price of $2.37 per share pursuant to this prospectus supplement, which was the last reported sale price of our common stock on The Nasdaq Global Market on April 20, 2020, for aggregate gross proceeds of $13,850,000, after deducting commissions and estimated aggregate offering expenses payable by us, you would experience immediate dilution of $0.49 per share, representing the difference between our as adjusted net tangible book value (deficit) per share as of December 31, 2019 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options may result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering.

You may experience future dilution as a result of future equity offerings.

We may need additional capital to fund our various segments and to fulfill our planned operating goals in addition to sales, if any, in this offering. We may seek additional capital through a combination of private and public equity offerings, including sales of our common stock, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. Moreover, to the extent that we issue additional options to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options or other securities are exercised, converted or exchanged, stockholders may experience further dilution.

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Because we do not anticipate paying any cash dividends on our capital stock for the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends in the future. As a result, only the appreciation of our common stock will provide a return to stockholders.

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DESCRIPTION OF COMMON STOCK

Common Stock

Authorized and Outstanding Capital Stock. The total number of shares of all classes of stock that we have authority to issue is 35,000,000, consisting of 30,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share. We had 10,471,292 shares of common stock outstanding as of April 20, 2020 and an additional 543,333 shares of common stock reserved for issuance upon the exercise of outstanding stock options and warrants.

Annual Meeting and Voting. Annual meetings of our stockholders are held on the date designated in accordance with our by-laws. Written notice must be mailed to each stockholder entitled to vote not less than ten nor more than 60 days before the date of the meeting. The presence in person or by proxy of the holders of record of a majority of our issued and outstanding shares entitled to vote at such meeting constitutes a quorum for the transaction of business at meetings of the stockholders. The holders of common stock are entitled to one vote per share on all matters voted on by our stockholders, including the election of directors. No share of common stock affords any preemptive rights or is convertible, redeemable, assessable or entitled to benefits of any sinking or repurchase fund. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of shares of common stock exclusively possess all voting power of our stockholders.

Dividends. Subject to any preferential rights of any outstanding series of preferred stock, the holders of common stock are entitled to those dividends as may be declared from time to time by our board of directors from funds available for dividends.

Liquidation and Dissolution. Upon liquidation, dissolution or winding up, holders of common stock are entitled to share equally and proportionately in any of our assets remaining after the payment of all of our liabilities and after any preferential distribution with respect to the preferred stock. The outstanding shares of common stock are validly issued, fully paid and nonassessable.

Transfer Agent and Registrar. Continental Stock Transfer & Trust Company is transfer agent and registrar for the common stock.

Additional information regarding our capital stock, including a description of certain terms of our certificate and our by-laws and applicable provisions of Oklahoma corporate law, is set forth under the caption “Description of Capital Stock” beginning on page 13 of the accompanying prospectus.

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USE OF PROCEEDS

We intend to use the net proceeds from the sale of shares that we may offer under this prospectus supplement and the accompanying prospectus for general corporate purposes. These purposes may include capital expenditures, repayment or refinancing of indebtedness, acquisitions and repurchases and redemption of securities. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

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DILUTION

If you invest in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share and the adjusted net tangible book value per share of our common stock after this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock. Dilution represents the difference between the amount per share paid by purchasers of shares in this offering and the as adjusted net tangible book value per share of our common stock immediately after giving effect to this offering.

Our net tangible book value on December 31, 2019 was $17,126,602, or $1.65 per share.

After giving effect to the sale of shares of our common stock in the aggregate amount of $13,850,000 in this offering at an assumed offering price of $2.37 per share, which was the last reported sale price of our common stock on the NASDAQ Global Market on April 20, 2020, and after deducting estimated offering commissions and expenses payable by us, our net tangible book value as of December 31, 2019 would have been approximately $30,461,102 or $1.88 per share of common stock. This represents an immediate increase in net tangible book value of $0.23 per share to our existing stockholders and an immediate dilution in net tangible book value of $0.49 per share to investors participating in this offering. The following table illustrates this dilution per share to investors participating in this offering:

Assumed offering price per share			$	2.37
Net tangible book value (deficit) per share as of December 31, 2019	$	1.65
Increase per share attributable to new investors	$	0.23
As-adjusted net tangible book value (deficit) per share as of December 31, 2019 after giving effect to this offering			$	1.88
Dilution per share to new investors purchasing shares in the offering			$	0.49

The table above assumes, for illustrative purposes, that an aggregate of 5,843,881 shares of common stock are sold at a price of $2.37 per share, the last reported sale price of our common stock on the NASDAQ Global Market on April 20, 2020, for aggregate gross proceeds of $13,850,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $0.50 per share in the price at which the shares are sold from the assumed offering price of $2.37 per share shown in the table above, assuming all of our common stock in the aggregate amount of $13,850,000 is sold at that price, would increase our as adjusted net tangible book value per share after the offering to $2.01 per share and would increase the dilution in net tangible book value per share to new investors to $0.86 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.50 per share in the price at which the shares are sold from the assumed offering price of $2.37 per share shown in the table above, assuming all of our common stock in the aggregate amount of $13,850,000 is sold at that price, would result in an as adjusted net tangible book value per share after the offering of $1.71 per share

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and would decrease the dilution in net tangible book value per share to new investors to $0.16 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only.

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PLAN OF DISTRIBUTION

We have entered into an Equity Distribution Agreement with Northland Securities, Inc., or Northland, under which we may issue and sell from time to time up to $13,850,000 of our common stock through Northland as our sales agent. Sales of the common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act.

Northland will offer the common stock subject to the terms and conditions of the distribution agreement on a daily basis or as otherwise agreed upon by us and Northland. We will designate the maximum amount of common stock to be sold through Northland on a daily basis or otherwise determine such maximum amount together with Northland. Subject to the terms and conditions of the distribution agreement, Northland will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us. We may instruct Northland not to sell common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or Northland may suspend the offering of the common stock being made through Northland under the distribution agreement upon proper notice to the other party. We and Northland each have the right, by giving written notice as specified in the distribution agreement, to terminate the distribution agreement in each party’s sole discretion at any time.

The aggregate compensation payable to Northland as sales agent shall be equal to 3% of the gross sales price of the shares sold through it pursuant to the distribution agreement.

The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common stock.

Northland will provide written confirmation to us following the close of trading on the NASDAQ Global Market and no later than before the opening of trading the following day, each day in which common stock is sold through it as sales agent under the distribution agreement. Each confirmation will include the number of shares of common stock sold through it as sales agent on that day, the gross sales price per share, the net proceeds to us and the compensation payable by us to Northland.

We will report at least quarterly the number of shares of common stock sold through Northland under the distribution agreement, the net proceeds to us and the compensation paid by us to Northland in connection with the sales of common stock.

Settlement for sales of common stock will occur, unless the parties agree otherwise, on the second business day that is also a trading day following the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

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In connection with the sales of the common stock on our behalf, Northland will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to Northland will be deemed to be underwriting commissions or discounts. We have agreed in the distribution agreement to provide indemnification and contribution to Northland against certain liabilities, including liabilities under the Securities Act. As sales agent, Northland will not engage in any transactions that stabilize our common stock. In addition, we have agreed to reimburse a portion of the expenses of Northland in connection with this offering up to a maximum of $35,000.

We estimate that the total expenses of the offering payable by us, excluding commissions payable to Northland under the sales agreement, will be approximately $100,000.

Northland and its affiliates may in the future provide various investment banking and other financial services for us and our affiliates for which services they may in the future receive customary fees.

s-21

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.. Northland is being represented in connection with this offering by Duane Morris LLP, New York, New York.

s-22

EXPERTS

The consolidated financial statements of ADDvantage Technologies Group, Inc., as of September 30, 2019 and 2018, and for each of the three years in the period ended September 30, 2019, incorporated by reference in this prospectus and elsewhere in the registration statement of which this prospectus is a part, have been audited by HoganTaylor LLP, independent registered public accountants, as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving such reports.

s-23

PROSPECTUS

$20,000,000

ADDVANTAGE TECHNOLOGIES GROUP, INC.

Common Stock

Preferred Stock

Warrants

Rights

Stock Purchase Contracts

We may offer and sell the securities listed above from time to time in one or more offerings in one or more classes or series. The aggregate initial offering price of the securities that we will offer will not exceed $20,000,000. We will offer the securities in amounts, at prices and on terms to be determined by market conditions at the time of the offerings. The securities may be offered separately or together in any combination or as a separate series.

This prospectus provides you with a general description of the securities that may be offered. Each time securities are offered (other than in connection with the exercise of certain outstanding warrants), we will provide a prospectus supplement and attach it to this prospectus. The prospectus supplement will contain more specific information about the offering and the terms of the securities being offered. The supplements may also add, update or change information contained in this prospectus.

We may sell these securities directly or through agents, underwriters or dealers, or a combination of these methods. See “Plan of Distribution” on page 18 of this prospectus. The prospectus supplement will list any agents, underwriters or dealers that may be involved and the compensation they will receive. The prospectus supplement will also show you the total amount of money that we will receive from selling the securities being offered, after the expenses of the offering. You should carefully read this prospectus and any accompanying prospectus supplement, the documents we incorporate by reference, together with additional information described under the heading “Where You Can Find More Information” before you invest in any of our securities.

Our common stock is listed for trading on the NASDAQ Global Market under the symbol “AEY.” On February 27, 2020, the last reported sales price of our common stock on NASDAQ was $4.35.

Investing in our securities involves risks. You should carefully read and consider the “Risk Factors” included in this prospectus, in any prospectus supplements relating to specific offerings of securities and in other documents that we file with the Securities and Exchange Commission (“Commission”). See “Risk Factors” beginning on page 3 of this prospectus.

The date of this prospectus is March 23, 2020

TABLE OF CONTENTS

About this Prospectus		2
Cautionary Statements Regarding Forward-Looking Statements		2
ADDvantage Technologies Group, Inc.		3
Risk Factors		3
Use of Proceeds		13
Securities We May Offer		13
Description of Capital Stock		14
Description Of Warrants		17
Description of Stock Purchase Contracts		18
Description of Rights		19
Plan of Distribution		20
Where You Can Find More Information		21
Legal Opinions		22
Experts		23

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Commission under a “shelf” registration process. This prospectus provides you with a general description of the offered securities. Each time we use this prospectus to offer securities (other than in connection with the exercise of certain outstanding warrants), we will provide a prospectus supplement (including, if applicable, a pricing supplement) that will describe the specific terms of the offering. The prospectus supplement may also add to, update or change the information contained in this prospectus. Please carefully read this prospectus, the prospectus supplement and any pricing supplement, in addition to the information contained in the documents we refer to under the heading “Where You Can Find More Information.”

You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. We have not authorized any dealer, salesman or other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

ADDVANTAGE TECHNOLOGIES GROUP, INC.

The following summary highlights selected information from this prospectus and in the documents incorporated by reference. Because this is a summary, it does not contain all the information about us that may be important to you. You should read this entire prospectus and the other documents referred to in “Where You Can Find Additional Information,” and the consolidated financial statements and related notes which are incorporated by reference in this prospectus. Unless the context otherwise requires, references in this prospectus to “ADDvantage,” “we,” “us,” and “our” refers to ADDvantage Technologies Group, Inc. and its subsidiaries collectively.

The Company (through its subsidiaries) i) provides turn-key wireless infrastructure services for wireless carriers, tower companies and equipment manufacturers, and ii) distributes and services a comprehensive line of electronics and hardware for the telecommunications industry. In addition, we offer our customers decommissioning services for surplus and obsolete equipment, which we in turn process through our recycling program.

The Company’s wireless infrastructure services (“Wireless Services”) segment operates through our subsidiary, Fulton Technologies, Inc. (“Fulton”), which was acquired via an asset purchase on January 4, 2019. The Company’s Wireless Services segment provides turn-key wireless infrastructure services for the four major U.S. wireless carriers, communication tower companies, national integrators, and original equipment manufacturers that support these wireless carriers. These services primarily consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 4G and 5G.

Our principal executive offices are located at 13757 North Stemmons Freeway, Farmers Branch, Texas 75234, and our telephone number at that location is (918) 251-9121. Our website is www.addvantagetechnologies.com. Except for this prospectus and the documents incorporated by reference which are on our website, other information on our website is not and should not be considered part of this prospectus.

RISK FACTORS

An investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below before making an investment decision. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price or value of our securities could decline due to any of these risks, and investors may lose all or part of their investment.

Our telecommunications and wireless businesses are growing, but have not yet and may never achieve profitability.

For much of ADDvantage’s history, the Company was focused on its cable segment, which generated most of its revenue and profit. In 2019, ADDvantage sold its cable segment and focused on its growing telecommunications and Wireless Services businesses. Although we expect the revenue generated from our telecommunications and Wireless Services businesses to grow in the future, these segments have not generated positive earnings since our expansion into these businesses, and there can be no assurance that we will achieve sustained growth in these businesses, achieve or sustain profitability in them, or generate positive cash flows from them. The inability of these segments to generate

a profit may also impair our ability to finance our business with traditional loan structures, which in turn may limit our ability to borrow money and fund working capital for new projects.

Our ability to comply with the financial covenants in our credit agreement depends primarily on our ability to generate sufficient EBITDA.

Our ability to comply with the financial covenants under our current credit agreement will depend primarily on our success in generating sufficient EBITDA. Under our credit agreement, we are subject to a Fixed Charge Coverage Ratio. Industry conditions and financial, business and other factors, including those we identify as risk factors in this and our other reports, will affect our ability to generate the cash flows we need to satisfy those financial covenants. Our failure to satisfy the financial covenants could result in an event of default, termination of the credit agreement, acceleration of all amounts owing under the credit agreement, and may give the counterparty the right to exercise certain other remedies under the credit agreement.

Our stockholders will not receive any proceeds from this registration, and may never receive any return of value.

We currently intend to use the net proceeds from this registration to, among other things, address working capital needs from our recent purchase of Fulton and our telecommunications businesses and fund growth initiatives and strategic acquisition opportunities. However, there is no guarantee that the investments in our remaining businesses or possible future investments in other businesses will generate a positive return to our stockholders.

In addition, we have not declared any cash dividends and do not intend to declare or pay any cash dividends in the foreseeable future. Our stockholders will likely receive a positive return on their investment only based on any future appreciation in our stock price or upon a future sale or liquidation. There are no assurances that we will be successful, and current stockholders may never get a return on their investment.

Our success depends in part upon our executive officers and directors.

Like all companies, our success depends in part on the efforts and abilities of our senior management personnel and other critical employees, including those in sales, marketing and product development functions. Our ability to attract, retain and motivate these employees is critical to our success. In addition, because we may acquire one or more businesses in the future, our success may depend, in part, upon our ability to retain and integrate our own personnel with personnel from acquired entities that are necessary to the continued success or the successful integration of the acquired businesses.

Our business is dependent on our customers' capital budgets.

Our performance is impacted by our customers' capital spending for constructing, rebuilding, repairing, maintaining or upgrading broadband and wireless communications systems. Capital spending in the telecommunications and wireless industries is cyclical. A variety of factors will affect the amount of capital spending, and therefore, our sales and profits, including:

•	consolidations and recapitalizations in the telecommunications and wireless infrastructure industries;

•	general economic conditions;

•	availability and cost of capital;

•	other demands and opportunities for capital;

•	regulations;

•	demands for network services;

•	competition and technology; and

•	real or perceived trends or uncertainties in these factors.

Developments in these industries and the capital markets in recent years have reduced access to funding for certain customers, causing delays in the timing and scale of deployments of our equipment, as well as the postponement or cancellation of certain projects by our customers. These developments affect both our wireless segment and telecommunications segment.

On the other hand, a significant increase in the capital budgets of our customers could impact us in a negative fashion in our telecommunications segment. Much of our inventory consists of refurbished and surplus-new equipment and materials that we have acquired from other telecommunications companies. If our customers seek to replace their legacy networks with higher-end, more expensive new equipment, the demand for our products may suffer.

The markets in which we operate are very competitive, and competitive pressures may adversely affect our results of operations.

The markets for broadband communication equipment and wireless infrastructure services are extremely competitive and dynamic, requiring the companies that compete in these markets to react quickly and capitalize on change. This will require us to make quick decisions and deploy substantial resources in an effort to keep up with the ever-changing demands of the industry. We compete with national and international manufacturers, distributors, resellers, wholesalers, and service providers including many companies larger than we are.

The rapid technological changes occurring in the telecommunications and wireless infrastructure markets may lead to the entry of new competitors, including those with substantially greater resources than we have. Because the markets in which we compete are characterized by rapid growth and, in some cases, low barriers to entry, smaller niche market companies and start-up ventures also may become principal competitors in the future. Actions by existing competitors and the entry of new competitors may have an adverse effect on our sales and profitability.

In our Wireless Services segment, we compete against carriers who often maintain internal personnel to perform the same services that we provide and against tower companies who often require that their crews or designated service providers perform the services that we provide.

Foreign, low-cost competition has not been a significant problem in the past but could be in the future.

The progression of online sales in the telecommunication equipment market allows additional companies to access customers and increase competition. Increased competition can lead to lower pricing which may have an adverse effect on our sales and profitability.

In our Wireless Segment, we often find ourselves in competition with both our customers and subcontractors in various markets. The shortage of resources can drive personnel costs up, which can have an adverse effect on margins.

There also appears to be a trend toward consolidation of our competitors. Larger combined companies may be able to provide better alternatives at lower prices to customers or potential customers.

Our gross margins have fluctuated year to year, often as a result of factors beyond our control, and we face many challenges in maintaining acceptable margins.

Gross margins among our products and services vary and are subject to fluctuation from quarter to quarter and year to year. The factors that may affect our gross margins adversely are numerous and include:

•	Changes in customer, geographic, or product mix;

•	Our ability to reduce product costs;

•	Royalties related to technology licensing;

•	Increases in material or labor costs;

•	Excess inventory and inventory carrying charges;

•	Expediting costs incurred to meet customer delivery requirements;

•	Tariffs on imported products;

•	Obsolescence charges;

•	Lower of cost or net realizable value inventory charges;

•	Changes in shipment volume or shipping cost;

•	Changes in component pricing;

•	Increased price competition;

•	Changes in distribution channels;

•	Lower margins on competitive-bid contracts;

•	Increased warranty cost;

•	Our ability to manage the impact of foreign currency exchange rate fluctuations;

•	Pricing pressure from customers;

•	Services project delays due to equipment shortages, safety, or weather;

•	Ability to perform work efficiently;

•	Zoning or permitting delays which impede the timely performance of our wireless services; and

•	Increases in insurance costs.

Most of the above factors are beyond our control.

Consolidations in the telecommunications and wireless services industries could result in delays or reductions in purchases of our products and services, which could have a material adverse effect on our business.

The telecommunications and wireless services industries have experienced the consolidation of many industry participants, and this trend is expected to continue. We and our competitors may each supply products to businesses that have merged, or will merge in the future. Consolidations could result in delays in purchasing decisions by the merged businesses and we could play either a greater or lesser role in supplying the communications and wireless products to the merged entity. These purchasing decisions of the merged companies could have a material adverse effect on our business.

We believe future consolidation may occur among our customers as they attempt to increase market share and achieve greater economies of scale. Consolidation has affected our business as our customers focus on completing business combinations and integrating their operations. In some instances, customers integrating large-scale acquisitions have reduced their purchases of our products and services as they integrate.

The business effect on us of significant customer consolidations are likely to be unclear until sometime after these transactions are completed. After a consolidation occurs, a customer may choose to reduce the number of vendors from which it purchases equipment and may choose one of our competitors as its preferred vendor. We cannot ensure that we will continue to supply equipment to the surviving communications service provider after a business combination or consolidation is completed.

Our markets are subject to rapid technological change and, to compete effectively, we must continually introduce new products that achieve market acceptance.

The telecommunications and wireless infrastructure equipment industries are characterized by rapid technological changes, evolving industry standards, changing market conditions, short product life cycles, rapidly changing customer requirements, and frequent new product and service introductions and enhancements. The introduction of products using new technologies or the adoption of new industry standards can make our existing products, or products under development, obsolete or unmarketable. Our future success will depend on our ability to enhance our existing products, to introduce new products to meet changing customer requirements and emerging technologies, and to demonstrate the performance advantages and cost-effectiveness of our products over competing products. Our failure to modify our products to support new alternative technologies or failure to achieve widespread customer acceptance of these modified products could cause us to lose market share and cause our revenues to decline.

We may not predict technological trends or the success of new products or services in the telecommunications equipment and wireless infrastructure services markets accurately. New product or service selection often requires forecasting of market trends, development and implementation of new technologies and processes and capital commitments. We do not know whether other new products or services we develop or offer will gain market acceptance or result in profitable sales.

If we fail to anticipate or respond in a cost-effective and timely manner to technological developments, changes in industry standards or customer requirements, or if we experience any significant delays in product or service development or introduction, our business, operating results and financial condition could be affected adversely.

We may experience delays in acquiring and marketing product enhancements or new products or services that respond to technological change, evolving industry standards and changing customer requirements. We cannot ensure that we will not experience difficulties that could delay or prevent the successful acquisition, introduction, and marketing of these products or product enhancements, or that our new products and product enhancements will adequately meet the requirements of the marketplace and achieve any significant or sustainable degree of market acceptance in existing or additional markets. In addition, future introductions or announcements of products or services by us or one of our competitors embodying new technologies or changes in industry standards or customer requirements could render our then-existing products or services obsolete or unmarketable. We cannot ensure that the introduction or announcement of new product or service offerings by us or one or more of our competitors will not cause customers to defer their purchase of our existing products or services, which could cause our revenues to decline.

The delivery of our products and services could infringe on the intellectual property rights of others, which may result in costly litigation, substantial damages and prohibit us from selling our services.

Third parties may assert infringement or other intellectual property claims against us. We may have to pay substantial damages, including for past infringement, if it is ultimately determined that our products and services infringe a third party’s proprietary rights. Further, we may be prohibited from selling or providing some of our products and services before we obtain additional licenses, which, if available at all, may require us to pay substantial royalties or licensing fees. Even if claims are determined to be without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from our other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed and our stock price to decline.

A downturn of the U.S. or global economy could result in our customers using fewer products and services or becoming unable to pay us for our products and services on a timely basis or at all, which would materially adversely affect our business.

Because demand for our products and services are sensitive to changes in the level of economic activity, our business may suffer during economic downturns. During periods of weak economic growth or economic contraction, the demand for outsourced services could decline. When demand drops, our operating profit could be impacted unfavorably as we experience a deleveraging of our selling and administrative expense base because expenses may not decline as quickly as revenues. In periods of decline, we can only reduce selling and administrative expenses to a certain level without negatively impacting the long-term potential of our business.

Additionally, during economic downturns companies may slow the rate at which they pay their vendors, or they may become unable to pay their obligations. If our customers become unable to pay amounts owed to us, or pay us more slowly, then our cash flow and profitability may suffer significantly.

Our operating results fluctuate from quarter to quarter.

Our operating results are difficult to predict and may fluctuate significantly from quarter to quarter. Fluctuations in our quarterly operating results may be caused by many factors, including the following:

•	the volume and timing of customer orders and our ability to fulfill those orders or provide services in a timely manner;

•	the overall level of capital expenditures and maintenance operating costs by our customers;

•	work stoppages and other developments affecting the operations of our customers;

•	our ability to obtain new customers and customer contracts;

•	the timing of customer payments;

•	the timing of our new product and service introductions;

•	the availability of products and services we need from our suppliers and subcontractors;

•	market acceptance of new and enhanced versions of our products and services;

•	variations in the mix of products and services we sell;

•	the timing of federal and state government funding of projects;

•	the location and utilization of our production capacity and employees;

•	the availability and cost of key components of our products and services;

•	weather conditions (which especially affects our wireless services business);

•	labor shortages;

•	the timing of equipment and supply deliveries.

Our expense levels are based in part on expectations of future revenues. If revenue levels in a particular quarter are lower than expected, our operating results will be affected adversely.

We evaluate and frequently pursue acquisitions, but we may not successfully close these acquisitions and, if these acquisitions are completed, we may have difficulty integrating the acquired businesses with our existing operations.

We regularly consider the acquisition of complementary companies and product lines. We cannot, however, ensure that we will be able to find appropriate candidates for acquisitions, reach an agreement to acquire them, or obtain any required shareholder or regulatory approvals needed to close strategic acquisitions, despite the effort and management attention invested.

The impact of future acquisitions on our business, operating results and financial condition is uncertain. In the case of businesses we may acquire in the future, we may have difficulty assimilating these businesses and their products, services, technologies and personnel into our operations. These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and materially adversely affect our operating results and financial condition. Also, we may not be able to retain key management and other critical employees after an acquisition. We may also acquire unanticipated liabilities. In addition to these risks, we may not realize all of the anticipated benefits of these acquisitions.

We may incur substantial additional debt which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in the Company.

The anticipated cash needs of our business could change significantly as we pursue business opportunities, if economic or business conditions change or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of our business. If we require additional capital resources to grow our business, either internally or through acquisition, we may need to seek to secure additional debt financing. We may not be able to obtain financing arrangements on acceptable terms or in amounts sufficient to meet our needs in the future.

The incurrence of debt could have a variety of negative effects, including: default and foreclosure on our assets if our financial results are insufficient to repay our debt obligations; acceleration of our obligations to repay the indebtedness and increased interest payments if we breach covenants that include the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Our growth may be slowed if we do not have sufficient capital.

The continued growth and operation of our business may require additional funding for working capital, debt service, the development and enhancement of our products and service and possible acquisitions. We may be unable to secure such funding when needed in adequate amounts or on acceptable terms, if at all. To execute our business strategy, we may issue additional equity securities in public or private offerings, potentially at a price lower than the market price at the time of such issuance. Similarly, we may seek debt financing and may be forced to incur significant interest expense. If we cannot secure sufficient funding, we may be forced to forego strategic opportunities or delay, scale back or eliminate operations, acquisitions, and other investments.

We may need to raise additional capital in the future, which may not be available on acceptable terms, or at all.

We have experienced fluctuations in earnings and cash flows from operations from year to year. If our business declines, we may need to raise additional capital to pursue acquisitions or expand our operations. Such additional capital may be raised through bank borrowings, or other debt or equity financings. We cannot assure you that any additional capital will be available on a timely basis, on acceptable terms, or at all, and such additional financing may result in further dilution to our stockholders.

Our capital requirements will depend on many factors, including, but not limited to: our ability to increase revenue, reduce net losses or generate net income; market acceptance of our products and services, and the overall level of sales of our products and services; our need to respond to technological advancements and our competitors’ introductions of new products, services or technologies; our ability to control costs; promptness of customer payments; our ability to successfully negotiate arrangements with credit providers; and enhancements to subsidiaries’ infrastructure and systems.

If our capital requirements are materially different from those currently planned, we may need additional capital sooner than anticipated. If additional funds are raised through the issuance of equity the percentage ownership of our stockholders will be reduced and such securities may have rights, preferences and privileges senior to our common stock. Additional equity or debt financing may not be available on favorable terms, on a timely basis, or at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to continue our operations as planned, develop or enhance our products, expand our sales and marketing programs, take advantage of future opportunities or respond to competitive pressures, or we may be forced to sell assets at prices below their stated value.

We may not be able to effectively control and manage our growth, which would negatively impact our operations.

If our business and markets continue to grow and develop, it will be necessary for us to finance and manage expansion in an orderly fashion. In addition, we may face challenges in managing expanding product and service offerings and in integrating acquired increased demands, which could interrupt or adversely affect our operations and cause backlogs and administrative inefficiencies in our operations. Such events would increase demands on our existing management, workforce and facilities.

Our success depends in large part on our ability to attract and retain qualified personnel in all facets of our operations.

Competition for qualified personnel is intense, particularly during periods of low unemployment, and we may not be successful in attracting and retaining key executives, marketing, engineering, sales personnel, and construction and operations management personnel which could impact our ability to maintain and grow our operations. Our future success will depend, to a significant extent, on the ability of our management to operate effectively. The loss of services of any key personnel, the inability to attract and retain qualified personnel in the future or delays in hiring required personnel, particularly wireless construction personnel, engineers and other technical professionals, could negatively affect our business.

Product defects or the failure of our products or services to meet specifications could cause us to lose customers and revenue or to incur unexpected expenses.

If our products or services do not meet our customers’ performance requirements, our customer relationships may suffer. Also, our products may contain defects or fail to meet product or service specifications. Any failure or poor performance of our products could result in:

•	delayed market acceptance of our products or services;

•	delayed product shipments or service completions;

•	unexpected expenses and diversion of resources to replace defective products, cure service defects, or identify and correct the source of errors;

•	damage to our reputation and our customer relationships;

•	delayed recognition or reduced sales; and

•	product liability claims or other claims for damages that may be caused by any product or services defect or performance failures.

We have a large investment in our inventory which could become obsolete or outdated.

Determining the amounts and types of inventory requires us to speculate to some degree as to what the future demands of our customers will be. Consolidation in the telecommunications industry or competition from other types of broadcast media could substantially reduce the demands for our inventory, which could have a material adverse effect upon our business and financial results. The telecommunications industry is characterized by rapid technological change. In the future, technological advances could lead to the obsolescence of a substantial portion of our current inventory, which could have a material adverse effect on our business. The Company continues to maintain a large investment in used, refurbished, remanufactured or surplus new equipment.

We rely heavily on a third party logistics provider that stores, repairs and tests our products.

Our subsidiary, Nave, has a significant operating relationship with Palco, a third party logistics provider based in Huntsville, Alabama. Palco currently stores Nave’s inventory and performs repair services and testing, and manages incoming and outgoing products. A sudden change in the financial viability of Palco, damage to their facility or systems, or other events that would affect Palco’s ability to perform, would delay shipments or cause us to relocate our inventory to another provider. This would cause an adverse effect on our telecommunications segment, as shipments to customers could be delayed and costs would be incurred to find an alternative solution.

Our Wireless Services segment is partially dependent on a concentrated group of customers.

Our Wireless Services segment is partially dependent on the continued business of four major wireless carriers. A sudden change in the financial viability of any of the four major carriers could adversely affect the Wireless Services segment’s business outlook. Further, future consolidation of major carriers could result in decreased revenue and reduced or delayed demand for our wireless services. We expect that any termination of a customer contract with the major carriers would be damaging to our wireless segment.

Our wireless services can be dangerous, and on the job injuries could adversely affect us in several ways.

Although we believe that we take adequate measures to protect the safety of our employees and others, working on towers can be dangerous. If injuries occur to our personnel, it may damage our reputation with customers, resulting in costly lawsuits and make insurance more costly.

We rely to some extent on unaffiliated subcontractors and their mistakes or delays can adversely affect our business reputation.

We rely, especially in our Wireless Services business, on the performance of unaffiliated subcontractors. In some cases, we do not have extensive experience with the subcontractors we retain. Mistakes or delays by our subcontractors can adversely affect our business reputation, margins, and may even result in lawsuits against us.

Disruptions of our information technology infrastructure could harm our business.

We depend on our information technology infrastructure to achieve our business objectives. A disruption of our infrastructure could be caused by a natural disaster, manufacturing failure, telecommunications system failure, cybersecurity attack, intrusion or incident, or defective or improperly installed new or upgraded business management systems. Portions of our IT infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. In the event of any such disruption, we may be unable to conduct our business in the normal course. Moreover, our business involves the processing, storage and transmission of data, which would also be negatively affected by such an event. A disruption of our infrastructure could cause us to lose customers and revenue, particularly during a period of heavy demand for our products and services. We also could incur significant expense in repairing system damage and taking other remedial measures.

Our business could be negatively impacted by security threats, including cyber-security threats and other disruptions.

We face various security threats, including cyber-security threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of our employees; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure; and threats from terrorist acts. Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cyber-security attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data.

Cyber-attacks could have a disruptive effect on our business.

From time to time we may experience cyber-attacks, attempted and actual breaches of our information technology systems and networks or similar events, which could result in a loss of sensitive business or customer information, systems interruption or the disruption of our operations. The techniques that are used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and are difficult to detect for long periods of time, and we are accordingly unable to anticipate and prevent all data security incidents.

Even if we are fully compliant with legal standards and contractual or other requirements, we still may not be able to prevent security breaches involving sensitive data. The sophistication of efforts by hackers to gain unauthorized access to information systems has continued to increase in recent years. Breaches, thefts, losses or fraudulent uses of customer, employee or company data could cause consumers to lose confidence in the security of our website, point of sale systems and other information technology systems and choose not to stay in our communities or contract with us in the future. Such security breaches also could expose us to risks of data loss, business disruption, litigation and other costs or liabilities, any of which could adversely affect our business.

Negative outcomes of legal proceedings may adversely affect our business and financial condition.

We may become involved in legal proceedings from time to time. These proceedings may be complicated, costly and disruptive to our business operations. We might also incur significant expenses in defending these matters or may be required to pay significant fines, awards and settlements. Any of these potential outcomes, such as judgments, awards, settlements or orders could have a material adverse effect on our business, financial condition, operating results or our ability to do business.

We incur substantial costs as a result of operating as a public company and our management is required to devote substantial time to related compliance matters.

As a public company, we incur significant legal, accounting, and other expenses. under rules implemented by the United States Securities and Exchange Commission (“SEC”), and The Nasdaq Stock Market (“Nasdaq”). These impose various requirements on public companies, including establishing and maintaining effective disclosure and financial controls and corporate governance practices. Our management team will need to devote a substantial amount of time to these compliance requirements and we may need to hire additional personnel. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to furnish a report by our management on our internal control over financial reporting. To achieve compliance with Section 404, we engage in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and divert management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

As a public company, complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

During the course of testing our disclosure controls and procedures and internal control over financial reporting, we may identify and disclose material weaknesses or significant deficiencies in internal control over financial reporting that will have to be remedied. Implementing any appropriate changes to our internal control may require specific compliance training of our directors, officers and employees, entail substantial costs to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal control over financial reporting, and any failure to maintain that adequacy or inability to produce accurate financial statements on a timely basis could result in our financial statements being unreliable, increase our operating costs and materially impair our ability to operate our business.

Recently enacted changes to the United States tax laws may have a material impact on our business or financial condition.

On December 22, 2017, United States tax reform legislation known as the Tax Cuts and Jobs Act (the “TCJA”) was signed into law. The TCJA made substantial changes to United States tax law, including a reduction in the corporate tax rate, a limitation on deductibility of interest expense, a limitation on the use of operating losses to offset future taxable income and the allowance of immediate expensing of capital expenditures. The TCJA will continue to have, significant effects on us, some of which may be adverse. The extent of the impact remains uncertain at this time and is subject to any other regulatory or administrative developments, including any further regulations or other guidance yet to be promulgated by the United States Internal Revenue Service. The TCJA contains numerous, complex provisions that could affect us.

Our outstanding common stock is thinly traded.

While we have approximately 10.2 million shares of common stock outstanding, approximately 29% of these shares are beneficially owned on February 28, 2020, by our officers and directors, including David Chymiak, who beneficially owns 26% of the stock. As a consequence, only about 71% of our shares of common stock are held by public investors and available for public trading. The average daily trading volume of our common stock has been historically low. Thus, investors in our common stock may encounter difficulty in liquidating their investment in a timely and efficient manner.

USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include capital expenditures, working capital, repayment or refinancing of indebtedness, acquisitions and repurchases and redemptions of securities. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

SECURITIES WE MAY OFFER

The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If so indicated in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, when applicable, about material U.S. federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed.

We may sell from time to time, in one or more offerings, any one or more of the following:

•	Common stock;

•	Preferred stock;

•	Warrants to purchase any of the securities listed above;

•	Stock purchase contracts;

•

Rights;

•	Any combination of the foregoing securities.

In this prospectus, we refer to the common stock, preferred stock, warrants and stock purchase contracts, and rights collectively as “securities.” The total dollar amount of all securities that we may issue under this prospectus will not exceed $20,000,000.

DESCRIPTION OF CAPITAL STOCK

This section contains a summary, and therefore incomplete, description of our capital stock. We have summarized selected provisions of our certificate of incorporation and our bylaws relating to our capital stock. You should read our certificate of incorporation and bylaws as currently in effect for more details regarding the provisions we describe below and for other provisions that may be important to you. We have filed copies of those documents with the Commission, and they are incorporated by reference as exhibits to the registration statement. Please read “Where You Can Find More Information.”

Authorized and Outstanding Capital Stock

The total number of shares of all classes of stock that we have authority to issue is 35,000,000, consisting of 30,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share. We had 10,442,959 shares of common stock outstanding as of February 28, 2020 and an additional 688,333 shares of common stock reserved for issuance upon the exercise of outstanding stock options and warrants.

Common Stock

The holders of common stock are entitled to one vote per share on all matters voted on by our stockholders, including the election of directors. No share of common stock affords any preemptive rights or is convertible, redeemable, assessable or entitled to benefits of any sinking or repurchase fund. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of shares of common stock exclusively possess all voting power of our stockholders. Subject to any preferential rights of any outstanding series of preferred stock, the holders of common stock are entitled to those dividends as may be declared from time to time by our board of directors from funds available for dividends. Upon liquidation, dissolution or winding up, holders of common stock are entitled to share equally and proportionately in any of our assets remaining after the payment of all of our liabilities and after any preferential distribution with respect to the preferred stock. The outstanding shares of common stock are validly issued, fully paid and nonassessable.

Our common stock is listed on the NASDAQ Global Market under the symbol “AEY.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30^th Floor, New York, NY 10004 and its telephone number is (212) 509-4000.

Preferred Stock

As of the date of this prospectus, none of the shares of our preferred stock are outstanding. Under our certificate of incorporation, our board of directors, without further action by our stockholders, is authorized to establish a series of preferred stock and to determine, with respect to that series of preferred stock, the powers, designation, preferences and rights of such series and the qualifications, limitations or restrictions of such series, including:

•	the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed 5,000,000);

•	The annual dividend rate on shares of such series, whether dividends shall be cumulative and, if so, from which date or dates;

•

Whether the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon and after which such shares shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

•	The obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund;

•

Whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

•	Whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;

•	The rights of the shares of such shares in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and

•	Any other relative rights, powers, preference, qualifications, limitations or restrictions thereof relating to such series.

Upon the issuance and payment for shares of preferred stock, the shares will be fully paid and nonassessable. Except as otherwise may be specified in the prospectus supplement relating to a particular series of preferred stock, the preferred stock will not have any preemptive or subscription rights to acquire any class or series of our capital stock and each series of preferred stock will rank on a parity in all respects with each other series of our preferred stock and prior to our common stock as to dividends and distribution of our assets. The issuance of shares of preferred stock by our board of directors may adversely affect the rights of the holders of our common stock. For example, preferred stock may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock.

The prospectus supplement relating to any series of preferred stock we offer will include specific terms relating to the offering. The description of the terms of the preferred stock to be set forth in an applicable prospectus supplement will not be complete and will be subject to and qualified by the certificate of designation relating to the applicable series of preferred stock. You should read that document for provisions that may be important to you. We will include that document as an exhibit to a filing with the Commission in connection with an offering of preferred stock.

The authorized shares of preferred stock, as well as shares of common stock, are available for issuance without further action by our stockholders, unless stockholder action is required by the rules of any stock exchange or automated quotation system on which our securities are listed or traded. If the approval of our stockholders is not required for the issuance of shares of preferred stock or common stock, the board of directors may determine not to seek stockholder approval. The NASDAQ Global Market currently requires stockholder approval as a prerequisite to listing shares in several instances, including sales or issuances (other than in a public offering) of common stock or securities convertible into, or exercisable for, common stock equal to or in excess of 20% or more of the outstanding stock determined before the proposed issuance and stock which has disproportionate voting rights.

Although our board of directors has no intention at present of doing so, it could issue a series of preferred stock that could, depending on the terms of that series, impede the completion of a merger, tender offer or other takeover attempt. Our board of directors will make any determination to issue shares based on its judgment as to our best interests and the best interests of our stockholders. Our board of directors, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt, including a tender offer or other transaction that some, or a majority of, our stockholders might believe to be in their best interests or that might result in stockholders receiving a premium for their stock over the then current market price of the stock.

Anti-Takeover Effects of Oklahoma Law and Our Certificate of Incorporation and Bylaws

Our Bylaws state that any director may be removed, either for or without cause, at any meeting of the shareholders by the affirmative vote of a majority in number of shares of the shareholders present or in person by proxy at such meeting and entitled to vote for the election of such director, provided notice of the intention to act upon the removal of such director has been given in the notice calling the meeting. Under our bylaws, newly created directorships resulting from any increase in the number of directors or any vacancies on the board of directors may be filled by the affirmative vote of a majority of the directors then in office, subject to the rights, if any, of holders of our preferred stock. In addition, our bylaws provide that the directors elected to fill vacancies on the board of directors will hold office until the annual meeting of stockholders.

Since our Board of Directors has the power to retain and discharge our officers, these provisions could make it more difficult for existing shareholders to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting rights or preferences that could impede the success of any attempt to change control of our company.

These provisions are intended to enhance the likelihood of continued stability in the composition of our Board of Directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. The Oklahoma Control Share Act (Sections 1145 through 1155 of Title 18 of the Oklahoma statutes) also discourages takeovers by denying voting rights to shares acquired in certain block transactions (“control share acquisitions”) unless and until the shareholders approve the grant of voting right to such shares. These provisions reduce our vulnerability to an unsolicited acquisition proposal and discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in control of our Company or our management.

Restrictions on Business Combinations

Section 1090.3 of the Oklahoma General Corporation Act (“OGCA”) provides that, subject to specified exceptions, a corporation may not engage in a broad range of business combinations with any “interested stockholder” for a three-year period following the time that the stockholder becomes an interested stockholder unless:

•	prior to that time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder,

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, shares owned by persons who are both officers and directors of the corporation and shares held by specified employee stock ownership plans, or

•	on or after that time, the business combination is approved by the board of directors of the corporation and approved at an annual meeting or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

In general, an “interested stockholder” is defined for purposes of Section 1090.3 to include any person that is:

•	the owner of 15% or more of the outstanding voting stock of the corporation, or

•	on or after that time, the business combination is approved by the board of directors of the corporation and approved at an annual meeting or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Section 1090.3 permits a corporation to opt-out of these provisions, although we have not done so.

DESCRIPTION OF WARRANTS

The following is a general description of the anticipated terms of the warrants we may issue from time to time. This summary is not complete and certain provisions of the warrants when issued may differ, even materially, from the terms described below. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants to purchase common stock, preferred stock or other securities. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. If we issue warrants, we may do so under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.

We have summarized selected provisions of the warrants below. If we offer any warrants, we will file the forms of warrant certificate and warrant agreement with the Commission, and you should read those documents for provisions that may be important to you.

The prospectus supplement relating to any warrants being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•	the title of the warrants,

•	the aggregate number of warrants offered,

•	the designation, number and terms of the common stock, preferred stock or other securities purchasable on exercise of the warrants, and procedures that may result in the adjustment of those numbers,

•	the exercise price of the warrants,

•	the dates or periods during which the warrants are exercisable,

•	the designation and terms of any securities with which the warrants are issued,

•	if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable,

•	if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated,

•	any minimum or maximum amount of warrants that may be exercised at any one time,

•	any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants,

•	information with respect to book-entry procedures, if any,

•	if applicable, a discussion of material United States federal income tax considerations,

•	the identity of the warrant agent, if any, and

•	any other terms of the warrants.

Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the prospectus supplement. Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.

Modifications

We may amend the warrant agreements and the warrants without the consent of the holders of the warrants to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding warrants.

We may also modify or amend various other terms of the warrant agreements and the warrants with the consent of the holders of not less than a majority in number of the then outstanding unexercised warrants affected. Without the consent of the holders affected, however, no modification or amendment may:

•	shorten the period of time during which the warrants may be exercised, or

•	otherwise materially and adversely affect the exercise rights of the holders of the warrants.

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the expiration date we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant or other applicable certificate representing the warrants to be exercised together with specified information, and paying the required amount to us or the warrant agent, as applicable, in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the applicable warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver upon exercise.

Upon receipt of the required payment and the warrant or other applicable certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Enforceability of Rights

Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

DESCRIPTION OF STOCK PURCHASE CONTRACTS

The following is a general description of the anticipated terms of the stock purchase contracts we may issue from time to time. This summary is not complete and certain provisions of the stock purchase contracts when issued may differ, even materially, from the terms described below. Particular terms of any stock purchase contracts we offer will be described in the prospectus supplement relating to such stock purchase contracts. Material U.S. federal income tax considerations applicable to the stock purchase contracts will also be discussed in the applicable prospectus supplement.

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified number of shares of common stock or preferred stock at a future date. We may, however, satisfy our obligations, if any, with respect to any stock purchase contract by delivering the cash value of such stock purchase contract or the cash value of the property otherwise deliverable or, in the case of stock purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The consideration per share of common stock or preferred stock may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable pursuant to such stock purchase contract upon the occurrence of certain events.

The applicable prospectus supplement will describe the terms of any stock purchase contracts in respect of which this prospectus is being delivered, including, to the extent applicable, the following:

•	whether the stock purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the stock purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts,

•	whether the stock purchase contracts are to be prepaid or not,

•	whether the stock purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance, or level of the securities subject to purchase under the stock purchase contract,

•	any acceleration, cancellation, termination, or other provisions relating to the settlement of the stock purchase contracts, and

•	whether the stock purchase contracts will be issued in full registered or global form.

DESCRIPTION OF RIGHTS

We may issue rights to purchase common stock or preferred stock. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the rights in such an offering. In connection with any offering of such rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such an offering.

Each series of rights will be issued under a separate rights agreement which we will enter into with a bank or trust company, as rights agent, all as set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates or beneficial owners of rights. We will file the rights agreement and the rights certificates relating to each series of rights with the Commission, and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on or before the time we issue a series of rights.

The applicable prospectus supplement will describe the specific terms of any offering of rights for which this prospectus is being delivered, including the following:

•	the date of determining the shareholders entitled to the rights distribution;

•	the number of rights issued or to be issued to each shareholder;

•	the exercise price payable for each share of common stock, preferred stock or other securities upon the exercise of the rights;

•	the number and terms of the shares of common stock, preferred stock or other securities which may be purchased per each right;

•	the extent to which the rights are transferable;

•	the date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall expire;

•	the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities;

•	if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of such rights; and

•	any other terms of the rights, including the terms, procedures, conditions and limitations relating to the exchange and exercise of the rights.

The applicable prospectus supplement will include a description of any rights that we may offer and any special United States federal income tax, accounting and other considerations applicable to such rights.

PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities in and outside the United States through underwriters or dealers, directly to purchasers, through agents or through any combination of these methods. We may distribute securities from time to time in one or more transactions:

•	at a fixed price or prices, which may be changed;

•	at market prices prevailing at the time of sale;

•	at prices related to such prevailing market prices; or

•	at negotiated prices.

Except for the issuance of our common stock in connection with the exercise of certain previously-registered warrants, a prospectus supplement will typically set forth the following information:

•	the terms of the offering,

•	the names of any underwriters or agents,

•	the purchase price,

•	the net proceeds to us,

•	any delayed delivery arrangements,

•	any underwriting discounts and other items constituting underwriters’ compensation,

•	the initial public offering price,

•	any discounts or concessions allowed or reallowed or paid to dealers, and

•	any commissions paid to agents.

Any public offering price and any discounts, commissions, concessions or other items constituting compensation allowed or reallowed or paid to underwriters, dealers, agents or remarketing firms may be changed from time to time. Underwriters, dealers, agents and remarketing firms that participate in the distribution of the offered securities may be “underwriters” as defined in the Securities Act. Any discounts or commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify any underwriters, agents or dealers and describe their commissions, fees or discounts in the applicable prospectus supplement or pricing supplement, as the case may be.

Sale Through Underwriters or Dealers

If we use underwriters in the sale of the offered securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to conditions, and the underwriters will be obligated to purchase all the securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, in which selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, these activities may be discontinued at any time.

If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The dealers participating in any sale of our securities may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

We may sell the securities directly. In that event, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment. If we engage in at-the-market sales, we will likely provide information regarding sales and prices in our quarterly filings with the Securities and Exchange Commission on Form 10-Q.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any of these sales in the prospectus supplement.

Exercise of Outstanding Warrants

We will sell and deliver shares of our common stock directly to those holders who validly exercise certain warrants that were registered under a previous registration statement. No prospectus supplement will be delivered in connection with such transactions.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from selected types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

We may have agreements with the agents, dealers and underwriters to indemnify them against civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may engage in transactions with us or may perform services for us in the ordinary course of their businesses.

WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to other documents which we have filed. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, until all of the shares offered by this prospectus have been sold or we otherwise terminate the offering of these shares:

•	Our Annual Report on Form 10-K for the year ended September 30, 2019, as filed with the SEC on December 17, 2019, which incorporates by reference our proxy statement, as amended filed with the SEC on January 28, 2020;

•	Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, as filed with the SEC on February 13, 2020;

•	Our Current Reports on Form 8-K as filed with the SEC on December 3, 2019, December 12, 2019, February 5, 2020, February 13, 2020, February 20, 2020 and on February 27, 2020; and

•	The description of our common stock contained in our registration statement on Form SB-2, file no. 33-9902-FW, including any amendment or report filed before or after the date of this prospectus for the purpose of updating the description.

We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, a copy of any of the documents referred to above as being incorporated by reference. You may request a copy of these filings by writing or telephoning us at the following address:

Scott Francis

Chief Accounting Officer

ADDvantage Technologies Group, Inc.

13757 North Stemmons Freeway

Farmers Branch, Texas 75234

(918) 251-9121

You should rely only on the information contained or incorporated by reference in this prospectus, the prospectus supplement (including any pricing supplement). We have not authorized any person, including any salesman or broker, to provide information other than that provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in any prospectus supplement is accurate as of any date other than the date on its cover page.

LEGAL OPINIONS

Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., our outside legal counsel, will issue an opinion about the legality of the offered securities for us. Any underwriters will be advised about issues relating to any offering by their own legal counsel.

EXPERTS

Up to $13,850,000

ADDVANTAGE TECHNOLOGIES GROUP, INC.

Common Stock

Prospectus Supplement

Northland Capital Markets

April 24, 2020