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; 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 the 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 respective 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.6 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 if 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 a 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 not 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 The date of this prospectus supplement is January 26, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT BASE PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus form a part of a registration statement on Form S-3 (File No. 333-288863) utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration This document consists of two parts. The first part is the prospectus supplement, including the documents incorporated by referenceherein, which describes the specific terms of this offering. The second part, the accompanying prospectus, including the documentsincorporated by reference therein, provides more general information. In general, when we refer only to the prospectus, we arereferring to both parts of this document combined. Before you invest, you should carefully read this prospectus supplement, the This prospectus supplement may add, update or change information contained in the accompanying prospectus. To the extent there is aconflict between the information contained in this prospectus supplement and the accompanying prospectus, you should rely oninformation contained in this prospectus supplement, provided that if any statement in, or incorporated by reference into, one of thesedocuments is inconsistent with a statement in another document having a later date, the statement in the document having the later datemodifies or supersedes the earlier statement. Any statement so modified will be deemed to constitute a part of this prospectus You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, any documentincorporated by reference her