Amplitech Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2025, AmpliTech Group, Inc., a Nevada corporation (the “Company”), entered into a standard form of director agreement (the “Director Agreement”) with each of the foregoing independent directors: Mr. Andrew Lee, Mr. Daniel Mazziota and Mr. Shailesh “Sonny” Modi. The Director Agreement provides for a one (1) year term unless terminated earlier upon certain events set forth in the Director Agreement, which includes among other things, resignation or removal. In addition, the Director Agreement also provides, among other things, reimbursement of expenses for attending meetings, indemnification and annual compensation of 15,000 Restricted Stock Units pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan for services.
The foregoing description of the Director Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On January 17, 2025, Mr. Matthew Kappers resigned as a director of the Company, including his positions as the chairman of the Nominating and Corporate Governance Committee, and as a member of the Audit Committee and the Compensation Committee, effective immediately. Mr. Kappers’ resignation is for personal reasons and not due to any disagreement with the Company’s management team or the Company’s board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.
(d) On January 17, 2025, the Board appointed Mr. Shailesh “Sonny” Modi as a director of the Board of Directors of the Company to fill the vacancy resulting from Mr. Kappers’ resignation. The Board appointed Mr. Modi to serve as the chairman of the Nominating and Corporate Governance Committee, and a member of the Audit Committee and the Compensation Committee, effective immediately.
Below is the summary of Mr. Modi’s business experience:
Shailesh “Sonny” Modi, age 62, Mr. Modi has served as chief financial officer and treasurer of ShelterPoint Life Insurance Company (“ShelterPoint”) since December 2015 and was instrumental in leading the successful sale of ShelterPoint to Protective Life Insurance Company in 2024. Prior to ShelterPoint, Mr. Modi served as senior vice president of Global Insurance Strategic Planning & Analysis at Aspen Insurance Holdings from April 2014 to June 2015. Earlier in his career, he spent 10 years at Deloitte & Touche LLP, focusing on financial services and participating in initial public offerings. Mr. Modi holds a B.S. in Accounting and an MBA in Finance & Computer Systems from New York University. He has served on various boards, including InRoads and the Insurance Accounting and Systems Association (IASA), and has been involved in volunteer organizations such as the Boy Scouts of America.
As disclosed in Item 1.01 above, on January 20, 2025, in connection with the appointment, the Company entered into the Director Agreement with Mr. Modi. Pursuant to the terms of the Director Agreement, the Company agreed to an annual compensation of 15,000 Restricted Stock Units (“RSUs”) pursuant to the Amended and Restated 2020 Equity Incentive Plan, which will be settled in 15,000 shares of common stock of the Company. The term of Director Agreement will be for a period of one (1) year, unless earlier terminated under circumstances specified in the Director Agreement.
Except as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings with any other person pursuant to which Mr. Modi was appointed as a director of the Company. There are also no family relationships between Mr. Modi and any of the Company’s directors or executive officers. Except as disclosed in this Current Report on Form 8-K, Mr. Modi has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On January 21, 2025, the Company issued a press release announcing the appointment of Mr. Shailesh “Sonny” Modi as the Company’s independence director. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Form of Director Agreement | |
| 99.1 | Press Release, dated January 21, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMPLITECH GROUP INC. | ||
| Date: January 21, 2025 | By: | /s/ Fawad Maqbool |
| Name: | Fawad Maqbool | |
| Title: | Chief Executive Officer | |