Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2019, Amplitech Group, Inc., (“AMPLITECH”) entered an asset purchase agreement to acquire the business assets of Specialty Microwave Corp. (“SMW”), a privately held company located in nearby Ronkonkoma, New York. SMW makes microwave components, subsystems and specialized electronics and services some of the same customers as AMPLITECH.

The purchase will include all business assets of SMW, including all inventory, orders, customers, fixed assets, and all intellectual property and is contingent upon the simultaneous purchase of SMW’s business premises at 120 Raynor Avenue, Ronkonkoma, New York. The assets will also include all eight team members of SMW. The transactions are conditional on completion of satisfactory due diligence and the execution of a purchase agreement on the premises and all related definitive agreements. The total consideration shall be $2,050,000, plus the value of SMW’s inventory on hand on the day prior to the closing, as determined by an independent valuation. It will be financed through a combination of $650,000, plus the amount, if any, of the value of the inventory in excess of $125,000, in cash, and vendor issued promissory notes of up to an aggregate of $1,525,000 (the “Notes”). The Notes will have a five-year term and will incur 6% annual interest rate, and may be repaid prior to maturity with no prepayment penalties.

Prior to the date of the Agreement, AMPLITECH had engaged SMW as service provider for housing and engineering support. AMPLITECH first started working with SMW in 2018. Despite the prior relationship with SMW, the agreement was entered into at an arm’s-length.