Offering and Sales of Shares - Amplitech Group, Inc. plans to issue and sell up to 25,000,000 through the Agent[83]. - The Agent will receive a cash transaction fee equal to three percent (3%) of the gross sales price of all Shares sold[91]. - The gross sales price of the Shares sold will be equal to the market price for the shares of Common Stock on Nasdaq at the time of sale[86]. - The Company acknowledges that there can be no assurance that the Agent will be successful in selling the Shares[89]. - The Company agrees that no sale of Shares shall take place during any period in which it possesses material non-public information[99]. - The Company must not request the sale of any Shares if it would exceed the Maximum Amount as defined in the Agreement[95]. - The Agent will provide written confirmation of the number of Shares sold and the corresponding proceeds after each trading day[92]. - The Company is responsible for compliance with the limitations on the number and aggregate sales price of Shares issued and sold[83]. - The Company will prepare a prospectus supplement describing the selling terms of the Shares and file it with the Commission[101]. - The Company will comply with all requirements imposed by the Securities Act and the Exchange Act to permit the continuation of sales of Shares[104]. - The Company will prepare amendments to the Registration Statement and Prospectus as necessary to comply with the Securities Act or Exchange Act[105]. - The Company will make available an earnings statement covering a 12-month period that satisfies the provisions of the Securities Act[110]. - The Company will apply the net proceeds from the sale of Shares as outlined in the Base Prospectus and related documents[113]. - The Company will not incur any liability for finder's or broker's fees in connection with the execution of this Agreement[118]. - The Company will reimburse the Agent for documented out-of-pocket costs and expenses incurred in connection with this Agreement, not exceeding 30,000[111]. - The Company will notify the Agent of any suspension of the qualification of Shares for offer or sale in any jurisdiction[108]. - The Company will promptly notify the Agent of any material contract terminations or notices of intent to terminate[105]. - The Company will provide a written opinion and negative assurance letter from Company Counsel on each Bringdown Date, confirming compliance with the Registration Statement and Prospectus[123]. - The Auditor will deliver a customary comfort letter to the Agent prior to the first Transaction Notice and each Bringdown Date, confirming their independence and compliance with applicable requirements[124]. - The Company must furnish an officer's certificate on each Bringdown Date, affirming the accuracy of representations and warranties, and confirming no material liabilities have been incurred since the last report[126]. - The Company is required to disclose the number of Shares sold, Net Proceeds, and compensation paid in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q[131]. - The Company will ensure sufficient shares of Common Stock are available for issuance and will use reasonable efforts to maintain listing on Nasdaq[133]. - The Company must file all required documents with the Commission under the Exchange Act within the specified time periods[139]. - The Company will apply the Net Proceeds from the sale of Shares as outlined in the Prospectus[141]. - The Company will file a post-effective amendment or new registration statement if the current Registration Statement is not available for sales of Shares[143]. - The obligations of the Agent are subject to the accuracy of representations and compliance with all agreements by the Company[144]. - The Agent must not advise the Company of any material misstatements or omissions in the Registration Statement or related documents[145]. Financial Statements and Compliance - The company has filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission, which includes a base prospectus and a prospectus supplement specifically relating to the shares[3]. - The financial statements included in the registration statement comply with the requirements of the Securities Act and fairly present the financial condition of the company as of the indicated dates[13]. - The auditor, Sadler, Gibb & Associates, LLC, has expressed an opinion on the audited financial statements for the fiscal years ended December 31, 2023, and 2022[13]. - The company has not provided any non-audit services to the auditor during the periods covered by the financial statements included in the registration statement[13]. - There are no off-balance sheet transactions that could materially affect the company's liquidity or capital resources that have not been described in the prospectus[13]. - The Company has complied with all material requirements of The Nasdaq Stock Market LLC for maintaining the listing of its Common Stock[31]. - There has been no new material weakness identified in the Company's internal control over financial reporting since the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2023[33]. - The Company is in material compliance with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission[45]. - The Company has established and maintains disclosure controls and procedures designed to ensure timely and accurate reporting of required information[46]. - The Company has maintained controls and procedures to ensure timely disclosure of required information under the Exchange Act[119]. Business Operations and Legal Compliance - The Company holds all necessary grants, authorizations, and licenses required for its business operations, which are valid and in full force[23]. - The Company has timely filed all applicable tax returns and is not in default in the payment of any taxes, with no pending disputes with taxing authorities[28]. - The Company has not distributed any offering materials other than the Registration Statement and the Prospectus as permitted by the Securities Act[29]. - The Company and its Subsidiaries own or lease all properties necessary for their business operations, free of significant encumbrances[25]. - The Company has not experienced any Material Adverse Effect or any developments that would reasonably be expected to result in such an effect[16]. - The Company has not entered into any material transactions, including acquisitions or dispositions, that are not disclosed in the Registration Statement and the Prospectus[16]. - The Company has not received any notice of adverse findings or noncompliance with applicable laws from any Governmental Authority[35]. - The Company is not currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury[49]. - The Company is in compliance with all applicable Environmental Laws and has not received any allegations of violations that could have a Material Adverse Effect[52]. - There are no pending claims or investigations related to Environmental Claims against the Company or its Subsidiaries that could have a Material Adverse Effect[52]. - The Company has received all material permits and licenses required under Occupational Laws to conduct its business[54]. - There are no material labor disputes or problems with the employees of the Company or its Subsidiaries[55]. - The Company has not experienced any material security breaches or compromises related to its IT Systems and Data[70]. - The Company maintains employee benefit plans in compliance with applicable laws and has no liabilities for post-retirement health benefits other than those required by law[63]. - The Company has not made any unlawful contributions or payments to influence government officials[75]. - The Company is not subject to any non-competition or non-solicitation agreements that could materially affect its operations[73]. - The Company has not engaged in any activities sanctionable under the Iran Sanctions[77]. - The Company has implemented commercially reasonable safeguards to protect its confidential information and IT Systems[70]. Agreement and Legal Provisions - The Company has engaged Maxim Group LLC as the sales agent for the sale of shares[168]. - The Agreement is governed by the laws of the State of New York, ensuring compliance with local regulations[169]. - The Company acknowledges that no fiduciary relationship has been established with the Agent, emphasizing the independent nature of the transaction[168]. - The Agreement includes provisions for adjustments related to stock splits, ensuring share-related numbers remain accurate[171]. - The Company waives any right to a jury trial in relation to claims arising from the Agreement, streamlining potential legal proceedings[174]. - The Company irrevocably submits to the jurisdiction of New York courts for any disputes related to the Agreement[175]. - The Agreement constitutes the entire understanding between the parties, superseding any prior agreements[172]. - Notices under the Agreement must be in writing and directed to specified addresses for both the Company and the Agent[165]. - The Agreement allows for execution in counterparts, facilitating flexibility in the signing process[170]. - The Company has the right to amend the Agreement only through a written instrument executed by both parties[172]. - The term of the Agreement will continue until the sale of Shares with an aggregate offering price of 25,000,000 or upon termination with five days' notice[163]. - If the Company fails to sell and deliver the number of Shares obligated, the Agreement will terminate without liability on the part of the Agent[164]. - The Company agrees to indemnify the Agent and other Indemnified Parties against any losses, claims, damages, or liabilities[153]. - The indemnification provisions will remain operative and in full force regardless of any investigation made by the Agent or the Company[162].
AmpliTech (AMPG) - 2024 Q4 - Annual Results