AmpliTech Group Inc美股招股说明书(2025-12-08版)

Amendment No. 1To Prospectus Supplement Dated October 30, 2025(To Prospectus Dated August 4, 2025) Transferable Subscription Right Warrants to Purchase up to 8,000,000 Units,Each Unit Consisting of One Share of Common Stock,One Series A Right Warrant, and One Series B Right Warrant,up to 8,000,000 Shares of Common Stock Upon Exercise of Subscription Rights, This Amendment (this “Amendment”) updates and supplements the prospectus supplement dated October 30, 2025, and theaccompanying prospectus dated August 4, 2025 (collectively, the “Prospectus”), which forms a part of our Registration Statement onForm S-3 that was declared effective by the Securities and Exchange Commission on August 4, 2025 (Registration No. 333-288863).This Amendment is being filed to amend and supplement certain information included in the Prospectus with the information This Amendment and Prospectus related to the distribution in the form of a dividend, at no charge, transferable unitsubscription rights (the “Unit Subscription Rights”) entitling holders of our common stock, par value $0.001 per share (“CommonStock”), and certain eligible warrantholders (pursuant to contractual rights) as of the record date of 5:00 p.m., Eastern time, onNovember 10, 2025, to purchase units (“Units”) at a subscription price of $4.00 per Unit (“Unit Subscription Price”). Each Unitconsists 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 “Series This Amendment updates and provides that upon the closing of the Unit Subscription Rights Offering, we will use our bestefforts to have the Series A and the Series B Rights listed on The Nasdaq Stock Market, although we cannot guarantee such an This Amendment should be read in conjunction with the Prospectus. If there is any inconsistency between the information inthe Prospectus and this Amendment, you should rely on the information in this Amendment. Our Common Stock is listed on the NASDAQ Capital Market under the symbol “AMPG.” On December 5, 2025, the lastreported sale price of our Common Stock was $3.32 per share. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-21 of the ProspectusSupplement dated October 30, 2025, and in the documents incorporated by reference thereto and hereto for a discussion of thefactors you should consider before deciding to exercise the Unit Subscription Rights to purchase the Units, the respective Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the accuracy or adequacy of this Amendment and the Prospectus. Any representation to thecontrary is a criminal offense. Prospectus Supplement No. 2 dated December 8, 2025