M&A - AmpliTech Group, Inc.

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Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225007751

Filing Summary: On April 24, 2025, AmpliTech Group, Inc. agreed to issue 914,635 shares of restricted common stock at a price of $1.64 per share to Titan Crest, LLC as part of the acquisition of certain assets. This agreement is governed by an asset purchase agreement dated March 26, 2025, with an amendment on April 15, 2025. The total purchase price for the assets is set at $8,000,000, which includes $4,000,000 in cash and $4,000,000 in restricted shares. As of April 24, 2025, $3,500,000 of the cash component has already been paid following the achievement of the first milestone, while 914,635 shares will be issued as part of this initial payment. Further milestones are expected to be achieved later in the year. The shares are unregistered under the Securities Act, being offered in reliance on certain exemptions. The Securities have not been registered and are designated for accredited investors as per regulatory definitions.

Additional details:

Shares Issued: 914635


Issue Price: 1.64


Total Purchase Price: 8000000


Cash Paid: 3500000


Cash Remaining: 5000000


Shares Remaining Issuable: 1500000


Acquisition Milestones: two tranches


Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225001724

Filing Summary: On March 25, 2025, AmpliTech Group, Inc. entered into a Bank Loan Agreement with Dime Community Bank for a revolving line of credit of up to $750,000 for general working purposes, with no outstanding balance indicated at the time of filing. The Loan Agreement also stipulates an annual fee of $500 and is secured by a demand deposit account. Additionally, on March 26, 2025, the Company entered into an Asset Purchase Agreement with Titan Crest, LLC to acquire certain assets including intellectual property related to 5G radio frequency technology for $8,000,000, split between cash and restricted common stock. The agreement includes conditions such as the procurement of purchase orders from Telus and outlines payment terms, indemnification obligations, and competitive activity restrictions for the Seller's affiliate. The filing concludes with the incorporation of relevant documents as exhibits.

Additional details:

Bank Loan Amount: 750000


Asset Purchase Price: 8000000


Cash Component: 3000000


Restricted Stock Component: 5000000


Initial Cash Payment: 2500000


Initial Stock Payment: 2500000


Subsequent Cash Payment: 500000


Subsequent Stock Payment: 2500000


Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225000178

Filing Summary: On March 21, 2025, AmpliTech Group, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC to sell shares of its common stock for an aggregate offering price of up to $25 million through an 'at-the-market' offering program. The Company disclosed preliminary estimated results for Q4 and the fiscal year ended December 31, 2024, highlighting a significant decrease in revenues and an increase in net loss attributed to declining global demand, increased R&D expenses, and losses from digital currency investments. The Company also entered into letters of intent for asset acquisitions related to radio products for $8 million and a potential $78 million order for Band 50 Radios. Both acquisitions are subject to further agreements and due diligence, and completion is not guaranteed.

Additional details:

Item 1 Date: 2025-03-21


Item 1 Agreement Type: Equity Distribution Agreement


Item 1 Agent: Maxim Group LLC


Item 1 Aggregate Price: 25 million


Item 1 Stock Type: Common Stock


Item 2 Revenue Estimate Q4 2024: 1,800,000


Item 2 Revenue Estimate Fy 2024: 9,500,000


Item 2 Net Loss Estimate Q4 2024: 3,800,000


Item 2 Net Loss Estimate Fy 2024: 11,200,000


Item 3 Acquisition Assets Price: 8 million


Item 3 Acquisition Products Type: radio products


Item 4 Order Value: 78 million


Item 4 Product Type: Band 50 Radios 4x20 Watts


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