Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

Securities Purchase Agreement

On November 24, 2024, AmpliTech Group, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with three institutional investors pursuant to which the Company agreed to sell in a registered direct offering 1,425,377 shares (the "Shares") of the Company's common stock, par value $0.001 per share, at a per share price of $0.92 and prefunded warrants to purchase 177,882 shares of common stock, at $0.919 per prefunded warrant ("Prefunded Warrant"). The closing of the registered direct offering is expected to occur on November 26, 2024 (the "Closing Date"). The exercise price of each Prefunded Warrant is $0.001 and the Prefunded Warrants are exercisable immediately until they are exercised in full.

The gross proceeds to the Company from the offering is expected to be approximately $1,474,998, before deducting the placement agent's fees and other estimated offering expenses payable by the Company.

Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 45 days after the Closing Date, subject to certain exceptions. In addition, the Company agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 45 days after the Closing Date, subject to certain exceptions.

The offering of the Shares, Pre-funded Warrants and shares of common stock issuable upon exercise of the Prefunded Warrants (the "Securities") was made pursuant to a shelf registration statement on Form S-3 (File No. 333-278657), which was originally filed by the Company with the Securities and Exchange Commission on April 12, 2024, and declared effective on April 24, 2024. The Company filed a prospectus supplement dated November 24, 2024 with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Securities on November 26, 2024 ("Prospectus Supplement").

Placement Agency Agreement

On November 24, 2024, the Company entered into a placement agency agreement with Maxim Group LLC (the "Placement Agent") (the "Placement Agency Agreement"), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the aggregate gross proceeds received by the Company from the sale of the Shares and the Prefunded Warrants in the offering. The Company also agreed to reimburse the Placement Agent for up to $30,000 in accountable expenses, including the Placement Agent's legal counsel's fees.

The representations, warranties and covenants contained in the Purchase Agreement and Placement Agency Agreement were made solely for the benefit of the parties to the Purchase Agreement and Placement Agency Agreement. In addition, such representations, warranties and covenants: (1) are intended as a way of allocating the risk between the parties to such agreements and not as statements of fact, and (2) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement and Placement Agency Agreement are filed with this Current Report on Form 8-K only to provide investors with information regarding the terms of the transactions described herein, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement or Placement Agency Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Lock-Up Agreement

Pursuant to a Lock-Up Agreement with the Placement Agent, the Company's directors and executive officers agreed for a period of 45 days, after the Closing Date, subject to certain exceptions, not to directly or indirectly offer, sell, or otherwise transfer or dispose of, directly or indirectly, any common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock of the Company.

The forms of the Prefunded Warrant, Purchase Agreement, Placement Agency Agreement and the Lock-Up Agreement are filed as Exhibits 4.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

A copy of the legal opinion issued by the Company's legal counsel relating to certain legal matters in connection with the offering and the validity of the securities offered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report and incorporated by reference into the Prospectus Supplement.

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