AmpliTech Group Inc美股市值招股说明书(2025-10-30版)

We are distributing in the form of a dividend, at no charge, transferable unit subscription rights (the “Unit SubscriptionRights”) entitling holders of our common stock, par value $0.001 per share (“Common Stock”), and certain eligible warrantholders(pursuant to contractual rights) (“Eligible Warrantholders”) as of the record date of 5:00 p.m., Eastern time, on November 10, 2025(the “Record Date”), to purchase units (“Units”) at a subscription price of $4.00 per Unit (“Unit Subscription Price”). Each Unit willconsist of one share of Common Stock, one Series A right to purchase one share of Common Stock (“Series A Right”), and one SeriesB right to purchase one share of Common Stock (“Series B Right” and, together with the Series A Right, collectively the “SeriesRights” and together with the Unit Subscription Rights, collectively, the “Rights”). The Common Stock, Series A Right and Series BRight comprising the Units will separate upon the closing of the Unit Subscription Rights offering (the “Unit Subscription RightsOffering”) and will be issued separately but may only be purchased as a Unit. The Units will not be issued or traded as a separatesecurity. We refer to the offering of the Unit Subscription Rights and the Series Rights as the “offering” or the “Rights Offering.” Holders will receive two (2) Unit Subscription Rights for each share of our Common Stock beneficially owned or acquirableupon exercise of their eligible warrants as of the Record Date. As part of each Unit Subscription Right, you will have the right, whichwe refer to as your basic subscription right, to purchase one Unit subject to aggregate Unit issuance limitations and pro rataadjustments. If you exercise your basic subscription right in full, you will also have the right, referred to as the oversubscriptionprivilege, to subscribe for additional Units for which other rights holders do not subscribe. Once made, all exercises of the UnitSubscription Rights being distributed and the Series Rights comprising the Units are irrevocable. See “The Rights Offering —Limitation on the Purchase of Units” for a description of certain limitations on purchase. The Unit Subscription Rights will expire if not exercised by 5:00 p.m., Eastern time, on December 10, 2025, unless weextend or terminate the Unit Subscription Rights Offering. We may extend the Unit Subscription Rights Offering for one or moreadditional periods in our sole discretion not to exceed 30 days in the aggregate from the expiration date. We will announce anyextension in a press release issued no later than 9:00 a.m., Eastern time, on the business day after the most recently announcedexpiration date. The Series Rights are issuable after the expiration of the Unit Subscription Rights. The Series Rights are exercisablecommencing on their date of issuance until their respective expiration dates and the exercise price of the Series Rights shall be equal to(i) in the case of the Series A Rights, $5.00 per share; and (ii) in the case of the Series B Rights, $6.00 per share. The Series Rights willbe transferable until they expire. We have engaged VStock Transfer, LLC to serve as the subscription agent (the “Subscription Agent”) for the UnitSubscription Rights and the Series Rights. We have also engaged Citizens Bank, N.A., a national banking association acting throughits Institutional Services Group located at 1 Citizens Drive, Riverside, RI 02915 to serve as escrow agent (the “Escrow Agent”) to holdin escrow the funds we receive from subscribers for the Unit Subscription Rights (until the respective closings, expiration orcancellation of the Rights Offering) and the Series Rights. If you want to exercise your Rights, you must submit (i) your subscriptiondocuments to our Subscription Agent; and (ii) payment to the Escrow Agent before the applicable expiration date. If you want toparticipate in the offering and you hold shares through your broker, dealer, bank or other nominee, you should promptly contact yourbroker, dealer, bank or other nominee and submit your subscription documents and payment in accordance with the instructions andwithin the time periods provided by your broker, dealer, bank or other nominee. The maximum number of our Units available for issuance in this offering is 8,000,000 Units, and the maximum number ofshares issuable in the offering is 24,000,000 shares of Common Stock, which includes up to 8,000,000 shares of Common Stockissuable upon exercise of each of the Rights issuable in this Rights Offering. If more than 8,000,000 basic subscription rights aresubscribed pursuant to the Unit Subscription Rights, we will allocate Units to subscribers on a pro-rata basis to fill basic subscriptionrights based on the total number of basic subscription rights subscribed by each subscriber and no subscriptions pursuant to theoversubscription privilege will be fulfilled. Any excess payments will be returned without interest. Prior to the date of this prospectus supplement, we we