AmpliTech Group, Inc. 8-K

What Happened

• AmpliTech Group, Inc. (AMPG) filed an 8-K reporting that on January 30, 2026 it entered three executive employment agreements effective October 1, 2025 with CEO/President/CTO Fawad Maqbool, COO Jorge Flores, and CFO Louisa Sanfratello. The agreements run three years with automatic one-year renewals and include base salaries, annual bonus targets, equity grants, vacation and standard executive benefits. The filing also reports that on January 27, 2026 AmpliTech closed a registered direct offering raising approximately $9,042,650 gross, and on February 2, 2026 the company announced Nasdaq approval to list the Series A and Series B rights issued in that offering.

Key Details

• Executive terms:
  • Fawad Maqbool: $600,000 base salary; annual target bonus up to 75% of base (FY2025 bonus capped at $200,000); grant of a 200,000-share incentive stock option plus 50,000 RSUs that vest immediately; 6 weeks vacation.
  • Jorge Flores (COO) and Louisa Sanfratello (CFO): $350,000 base salary each; annual target bonus up to 45% of base; each received a 200,000-share option and 50,000 RSUs that vest immediately; 6 weeks vacation.
• Option vesting for each: 25% vests on first anniversary of grant, remaining 75% vests in 36 equal monthly installments.
• Severance highlights:
  • Maqbool: outside change-of-control, up to 18 months base salary severance; inside change-of-control, cash severance equal to three times base salary plus target bonus and full accelerated vesting of equity.
  • Flores and Sanfratello: outside change-of-control, 12 months base severance; inside change-of-control, two times base salary plus target bonus and full accelerated vesting; COBRA continuation and outplacement up to $50,000 provided in various scenarios.
• Registered direct offering: 2,230,033 units at $4.055 per unit (one share + Series A right to buy at $5.00 + Series B right to buy at $6.00); gross proceeds ~ $9.04M before fees.

Why It Matters

• For investors, these agreements increase near-term compensation expense and create potential dilution from the newly granted options/RSUs and from the rights issued in the registered direct offering if exercised. The offering provides the company with ~ $9.04M in gross cash proceeds, improving liquidity; the Series A/B rights could bring additional capital if exercised at $5.00/$6.00 per share. The change-of-control severance provisions could result in sizable cash and equity acceleration obligations in certain corporate-change scenarios.