AmpliTech Group Inc美股招股说明书(2026-01-26版)

2,230,000 UnitsEach Unit Consisting of One Share of Common Stock,One Series A Right, and One Series B Right;up to 2,230,000 Shares of Common Stockand up to 4,460,000 Shares of Common Stock Issuable Upon Exercise ofthe Series A Rights and Series B Rights;up to a Total of 6,690,000 Shares of CommonStock in the Aggregate We are offering 2,230,000 Units at an offering price of $4.055 per Unit directly to five institutional investors pursuant to thisprospectus supplement and the accompany prospectus and the securities purchase agreement dated January 26, 2026 between theCompany and such institutional investors (the “Securities Purchase Agreement”). Each Unit consists of one share of common stock, par value $0.001 per share (“Common Stock”), one Series A right to purchase oneshare of Common Stock (“Series A Right”), and one Series B right to purchase one share of Common Stock (“Series B Right” and,together with the Series A Right, collectively the “Series Rights”). The Common Stock, Series A Right and Series B Right (collectivelyreferred together with the Common Stock issuable upon exercise of the Series Rights, as the “Securities”) comprising the Units willseparate upon the closing of this offering and will be issued separately but may only be purchased as a Unit. The Units will not beissued or traded as a separate security. The Series Rights are exercisable commencing on their date of issuance until their respectiveexpiration 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. However, the issuance of the Common Stock underlying the Series Rights willonly occur upon each respective Series Rights’ expiration date. The Series Rights will be transferable from the date of issuancethrough their respective expiration dates. VStock Transfer, LLC will serve as the subscription agent (the “Subscription Agent”) for theSeries Rights. Prior to the date of this prospectus supplement, we were subject to General Instruction I.B.6 of Form S-3 as a result of our public floatbeing less than $75.0 million, which limited the maximum amount of Common Stock we could sell. On September 22, 2025, ourpublic float increased above $75.0 million and, as a result, we are not subject to the limitations contained in General Instruction I.B.6of Form S-3 as of the date of this prospectus supplement. Our Common Stock and public warrants are listed on The Nasdaq Capital Market under the symbol “AMPG” and “AMPGW”respectively. On January 26, 2026, the last reported sale price of our Common Stock was $3.61 per share and our public warrant was$0.14. We intend to apply for listing of the Series Rights on The Nasdaq Capital Market, however there no assurance as to when and ifthe Series Rights will be listed. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-9 of this prospectus supplementand in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus for adiscussion of the factors you should consider before deciding to purchase the Units, the respective Series Rights and theCommon Stock underlying the Units and the Series Rights. We have engaged Moody Capital Solutions, Inc. (“Moody Capital” or “placement agent”) to act as our exclusive placement agent inconnection with this offering to use their reasonable best efforts to place the Units offered by this Prospectus Supplement. We do notneed to receive any minimum amount of proceeds in order to close on the offering. We have agreed to pay Moody Capital the fees setforth in the table below: (1)We have agreed to pay the placement agent a placement agent cash fee equal to 6.0% of the gross proceeds this offering, whichincludes proceeds from the sale of the Units and exercise of the Series Rights offered hereby. We have agreed to reimburse theplacement agent for certain offering-related expenses up to an aggregate of $15,000. See “Plan of Distribution.” Delivery of the Units is expected to be made on or about January 27, 2026, subject to satisfaction of customary closing conditions. Wehave not arranged to place the funds from the investors in an escrow, trust or similar account. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Placement Agent The date of this prospectus supplement is January 26, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATIONS-2INFORMATION WE INCORPORATE BY REFERENCES-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-12DIVIDEND POLICYS-12DESCRIPTION OF SECURITIES WE ARE OFFERINGS-12CAPITAL