AmpliTech Group, Inc 10-K/A, filed Aug 9, 2023

AmpliTech Group, Inc. (AMPG)

10-K/A 2023-08-09 For: 2022-12-31

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Added on April 11, 2026

About this 10-K/A

AmpliTech Group, Inc filed this 10-K/A on August 9, 2023, covering the fiscal year ended December 31, 2022.

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Nevada		27-4566352
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

155 Plant Avenue Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

*Exhibit No.*		*Description*
3.1		Amended and Restated Articles of Incorporation of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed December 28, 2020)
3.2		Amended and Restated Bylaws of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed December 28, 2020)
3.3		Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference to the Current Report on Form 8-K filed December 28, 2020)
3.4		Certificate of Amendment, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)
3.5		Certificate of Correction, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)
4.1		Form of Common Stock Purchase Warrant (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)
4.2		Warrant Agency Agreement dated February 19, 2021 by and between AmpliTech Group, Inc. and Manhattan Transfer Registrar Co. (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)
4.3		Form of Representative’s Warrant (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)
4.4		Description of Capital Stock (incorporated by reference to Form 10-K filed March 31, 2021)
4.5		Form of Warrant (incorporated by reference to the Current Report on Form 8-K filed April 15, 2021)
10.3		Commercial guaranty of AmpliTech Group, Inc., dated September 12, 2019 (incorporated by reference to the Current Report on Form 8-K filed on September 18, 2019)
10.4		Lease agreement, dated September 12, 2019, by and between AmpliTech Group, Inc. and Stephen J. Faber, as Trustee of the Revocable Trust of Stephen J. Faber, dated August 29, 2017 (incorporated by reference to the Current Report on Form 8-K filed on September 18, 2019)
10.5		Option agreement, dated September 12, 2019, by and between AmpliTech Group, Inc. and Stephen J. Faber, as Trustee of the Revocable Trust of Stephen J. Faber, dated August 29, 2017 (incorporated by reference to the Current Report on Form 8-K filed on September 18, 2019)
10.6		Mutual non-disclosure/joint venture confidentiality agreement, by and between AmpliTech Group, Inc. and Orban Microwave, Inc., dated August 14, 2020 (incorporated by reference to the Current Report on Form 8-K filed on August 20, 2020)
10.7		Exclusive Distribution Agreement, dated November 9, 2016, by and between AmpliTech Inc, and distributor (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on December 10, 2020)
10.8		Advisory Agreement, dated February 14, 2018, by and between AmpliTech Group, Inc. and with Sunbiz Holdings Corp. (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed on December 10, 2020)
10.9		Business Loan Agreement with BNB Bank, dated November 20, 2020 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on December 10, 2020)
10.10		Promissory Note issued to BNB Bank, dated November 20, 2020 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on December 10, 2020)
10.11		2020 Equity Incentive Plan (incorporated by reference to Form S-8 filed December 14, 2020)
10.12		Asset Purchase Agreement dated November 19, 2021 (incorporated by reference to the Current Report on Form 8-K filed November 19, 2021)
10.13		Employment Agreement with Jorge Flores dated February 21, 2022 (incorporated by reference to the Current Report on Form 8-K filed February 22, 2022)
10.14		Form of Director Agreement (incorporated by reference to the Current Report on Form 8-K filed January 26, 2022)
10.15*		Amendment to Employment Agreement with Jorge Flores dated March 27, 2023
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed on August 13, 2012)
23.1*		Consent of Sadler, Gibb & Associates, LLC

31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer
32.1*		Section 1350 Certification of Principal Executive Officer
32.2*		Section 1350 Certification of Principal Financial Officer
101. INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101. SCH*		Inline XBRL Taxonomy Extension Schema Document
101. CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101. LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	AmpliTech Group, Inc.

Date: August 9, 2023	By:	/s/ Fawad Maqbool
		Fawad Maqbool
		President and Chief Executive Officer (Principal Executive Officer)

Name	Title	Date

/s/ Fawad Maqbool	President, Chief Executive Officer and	August 9, 2023
Fawad Maqbool	Chairman of the Board of Directors (Principal Executive Officer)

/s/ Louisa Sanfratello	Chief Financial Officer and Secretary	August 9, 2023
Louisa Sanfratello	(Principal Financial and Accounting Officer)

/s/ Andrew Lee	Director	August 9, 2023
Andrew Lee

/s/ Daniel Mazziota	Director	August 9, 2023
Daniel Mazziota

/s/ Matthew Kappers	Director	August 9, 2023
Matthew Kappers

1.	I have reviewed this annual report on Form 10-K/A of the Company for the year ended December 31, 2022;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.