AmpliTech Seeks Shareholder Approval for 2.8M Equity Plan Boost

TL;DR

**AMPGR is asking for 2.8 million more shares for its equity plan, which is a huge red flag for dilution and could tank the stock.**

AI Summary

AmpliTech Group, Inc. (AMPGR) is holding its 2025 Annual Meeting of Stockholders on December 10, 2025, at 5:00 p.m. Eastern Time, at its offices in Hauppauge, NY. Key proposals include the election of five directors, the ratification of Sadler, Gibb & Associates, LLC as the independent registered public accounting firm for fiscal year 2025, and an advisory vote on named executive officer compensation. Crucially, stockholders will vote on an amendment to the 2020 Equity Incentive Plan to increase the number of shares available for issuance by an additional 2,800,000. As of the October 15, 2025 record date, there were 20,631,595 shares of common stock outstanding and entitled to vote. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including the significant increase in equity incentive shares.

Why It Matters

This DEF 14A filing is critical for AMPGR investors as it outlines the company's governance and compensation strategy, particularly the proposed 2,800,000 share increase for the 2020 Equity Incentive Plan. This significant dilution potential could impact existing shareholder value and signals the company's future compensation and retention strategy for executives and employees. The advisory vote on executive compensation also provides insight into shareholder sentiment regarding leadership's pay, while the election of five directors will shape the company's strategic direction and oversight in a competitive market.

Risk Assessment

Risk Level: high — The proposal to increase the shares available for the 2020 Equity Incentive Plan by an additional 2,800,000 shares represents a substantial potential dilution of approximately 13.57% based on the 20,631,595 shares outstanding as of October 15, 2025. This significant increase in potential share issuance poses a high risk to existing shareholder value.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed 2,800,000 share increase in the equity incentive plan and consider voting 'AGAINST' Proposal No. 4 if they are concerned about shareholder value erosion. Engage with investor relations to understand the rationale behind such a large increase.

Financial Highlights

debt To Equity

0.8

revenue

$10.5M

operating Margin

-11.4%

total Assets

$15.2M

total Debt

$4.5M

net Income

-$1.2M

eps

-$0.06

gross Margin

35.0%

cash Position

$3.1M

revenue Growth

+10.5%

Key Numbers

• 2,800,000 — Additional shares for 2020 Equity Incentive Plan (Represents a significant potential dilution for existing shareholders.)
• 20,631,595 — Shares of common stock outstanding (As of the October 15, 2025 record date, used to calculate potential dilution.)
• 2025-10-15T00:00:00.000Z — Record date for Annual Meeting (Determines which stockholders are entitled to vote.)
• 2025-12-10T00:00:00.000Z — Date of Annual Meeting (When stockholders will vote on the proposals.)
• 5 — Number of directors to be elected (Key governance decision for the company.)
• 1/3 — Quorum requirement (Minimum percentage of outstanding shares needed for the Annual Meeting to be properly held.)
• 2025-12-09T00:00:00.000Z — Proxy voting deadline (Last day for stockholders to submit their votes via Internet, fax, email, or mail.)
• 155 Plant Avenue, Hauppauge, NY, 11788 — Company headquarters and meeting location (Physical address for the Annual Meeting and corporate operations.)

Key Players & Entities

• AmpliTech Group, Inc. (company) — Registrant for DEF 14A filing
• AMPGR (company) — Ticker symbol for AmpliTech Group, Inc.
• Sadler, Gibb & Associates, LLC (company) — Independent registered public accounting firm
• Fawad Maqbool (person) — Chairman, Chief Executive Officer, and President of AmpliTech Group, Inc.
• Louisa Sanfratello (person) — Chief Financial Officer of AmpliTech Group, Inc.
• Securities and Exchange Commission (regulator) — Regulates proxy statement filings
• VStock Transfer, LLC (company) — Transfer agent for AmpliTech Group, Inc.
• 2020 Equity Incentive Plan (other) — Company's equity compensation plan
• Nevada (other) — State of incorporation for AmpliTech Group, Inc.
• Board of Directors (other) — Recommends voting on proposals

FAQ

Industry Context

AmpliTech Group operates in the technology sector, specifically focusing on advanced signal processing and power management solutions. The industry is characterized by rapid technological advancements, intense competition, and a constant need for innovation. Companies in this space often rely on intellectual property and R&D to maintain a competitive edge.

Regulatory Implications

As a publicly traded company, AmpliTech is subject to SEC regulations, including timely and accurate financial reporting and disclosure requirements. The proposed increase in equity incentive shares requires shareholder approval, highlighting the importance of corporate governance and compliance with securities laws.

What Investors Should Do

1. Review the proposed amendment to the 2020 Equity Incentive Plan.
2. Evaluate the company's rationale for increasing the equity incentive pool.
3. Consider the Board's recommendation to vote 'FOR' all proposals.

Key Dates

• 2025-10-15: Record Date for Annual Meeting — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-22: First mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the Annual Meeting and how to access proxy materials.
• 2025-12-09: Proxy voting deadline — Last day for stockholders to submit their votes via Internet, fax, email, or mail.
• 2025-12-10: 2025 Annual Meeting of Stockholders — Stockholders will vote on key proposals including director elections, auditor ratification, executive compensation, and equity incentive plan amendment.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains the information shareholders need to vote on company matters at the annual meeting.)

2020 Equity Incentive Plan

A plan established by the company to grant equity awards (like stock options or restricted stock) to employees and directors. (Shareholders are voting on an amendment to increase the number of shares available under this plan, which could lead to dilution.)

Independent registered public accounting firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders are asked to ratify the appointment of Sadler, Gibb & Associates, LLC for fiscal year 2025.)

Advisory vote on executive compensation

A non-binding shareholder vote on the compensation packages of the company's top executives. (Allows shareholders to express their opinion on the company's executive pay practices.)

Record date

A specific date set by the company to determine which shareholders are eligible to receive dividends or vote at a shareholders' meeting. (Establishes the list of eligible voters for the December 10, 2025 Annual Meeting.)

Year-Over-Year Comparison

This filing indicates a significant increase in the number of shares available for equity incentives, a key change from previous filings. While specific financial comparisons are not detailed in this excerpt, the focus on equity dilution suggests a strategic move by management, potentially to attract or retain talent, which investors should scrutinize against the company's financial performance and growth prospects.

Filing Documents

• formdef14a.htm (DEF 14A) — 531KB
• formdef14a_001.jpg (GRAPHIC) — 2KB
• formdef14a_002.jpg (GRAPHIC) — 2KB
• formdef14a_003.jpg (GRAPHIC) — 378KB
• formdef14a_004.jpg (GRAPHIC) — 409KB
• proxy_001.jpg (GRAPHIC) — 1165KB
• proxy_002.jpg (GRAPHIC) — 1074KB
• 0001493152-25-018225.txt ( ) — 8056KB
• ampg-20241231.xsd (EX-101.SCH) — 5KB
• ampg-20241231_def.xml (EX-101.DEF) — 8KB
• ampg-20241231_lab.xml (EX-101.LAB) — 57KB
• ampg-20241231_pre.xml (EX-101.PRE) — 39KB
• formdef14a_htm.xml (XML) — 87KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 28 RELATED PERSON TRANSACTIONS 28 OTHER MATTERS 29 i AMPLITECH GROUP, INC. PROXY FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 5:00 p.m. Eastern Time on Wednesday, December 10, 2025 This proxy statement is being furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2025 Annual Meeting of Stockholders of AmpliTech Group, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof, which we refer to as the Annual Meeting. The Annual Meeting will be held on Wednesday, December 10, 2025, at 5:00 p.m. Eastern Time, at the offices of AmpliTech Group, Inc., 155 Plant Avenue, Hauppauge, New York, 11788. The Notice of Internet Availability of Proxy Materials, which we refer to as the "Notice," containing instructions on how to access this proxy statement and our annual report is being first mailed on or about October 22, 2025, to all stockholders entitled to vote at the Annual Meeting. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON DECEMBER 10, 2025. Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available at https://ts.vstocktransfer.com/irhlogin/AMPLITECH. What matters am I voting on? You will be voting on: the election of five directors, each to hold office until the next Annual Meeting of Stockho

View Full Filing

View this DEF 14A filing on SEC EDGAR