Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Registered Direct Offering

Securities Purchase Agreement

On January 26, 2026, AmpliTech Group, Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with five institutional investors (the "Purchasers") pursuant to which the Company agreed to sell in a registered direct offering (the "Offering") 2,230,00 Units ("Units") at $4.055 per Unit, with each Unit consisting of one share of common stock at par value $0.001 per share ("Common Stock"), one Series A Right to purchase one share of Common Stock at an exercise price of $5.00 (the "Series A Right") and one Series B Right to purchase one share of Common Stock at an exercise price of $6.00 (the Series B Right, and together with the Series A Right, the "Series Rights"). The Common Stock and the Series Rights comprising the Units may only be purchased as a Unit but will be issued separately. The Series A Rights and Series B Rights may be exercised commencing on their date of issuance and continuing until their expiration dates, respectively, July 18, 2026 and November 20, 2026. Upon the respective expiration dates of the Series Rights, there will be one closing for each Series Rights. The closing of the Offering is expected to occur on or about January 27, 2026 (the "Closing Date"). The Series Rights provide the Purchasers substantially the same rights and entitlements as those Series A Rights and Series B Rights issued in connection with the units rights offering previously disclosed by the Company (the "Rights Offering"), which are set forth in the Series A Right Certificate and Series B Right Certificate filed as Exhibits 4.2 and 4.3, respectively, (the "Series Certificates") to Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on October 30, 2025.

The gross proceeds to the Company from the sale of the Units in the Offering is expected to be approximately $9,042,650, before deducting the placement agent's fees and other estimated offering expenses payable by the Company.

The offering of the Securities was made pursuant to a Company's Registration Statement on Form S-3 (Registration No. 333-288863) (the "Registration Statement"), that was filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), on July 22, 2025, as amended, and subsequently declared effective by the Commission on August 4, 2025. The Company filed a prospectus supplement dated January 26, 2026 with the Commission in connection with the offer and sale of the Securities on January 26, 2026 (the "Prospectus Supplement").

Placement Agency Agreement

On January 26, 2026, the Company entered into a placement agency agreement with Moody Capital Solutions, Inc. (the "Placement Agent") (the "Placement Agency Agreement"), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.0% of the aggregate gross proceeds received by the Company from the sale of the Securities, which includes proceeds from the sale of the Units and the exercise of the Series Rights in the offering. The Company also agreed to reimburse the Placement Agent for up to $15,000 in accountable expenses, including the Placement Agent's legal counsel's fees.