8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 18, 2022

ADDVANTAGE TECHNOLOGIES GROUP, INC.

(Exact name of Registrant as specified in its Charter)

Oklahoma

(State or other Jurisdiction of Incorporation)

1-10799	73-1351610
(Commission file Number)	(IRS Employer Identification No.)
1430 Bradley Lane, Carrollton, Texas	75007
(Address of Principal Executive Offices)	(Zip Code)

(918) 251-9121

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Recommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01	AEY	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

On November 18, 2022, the Company notified Northland Securities, Inc., as agent (“Northland”), of its intent to terminate the Equity Distribution Agreement (the “Sales Agreement”) entered into with Northland on April 24, 2020. The termination of the Sales Agreement will be effective 10 days from the date of notification to Northland in accordance with the terms of the Sales Agreement. There are no penalties associated with the termination of the Sales Agreement.

The Company exercised its option to terminate the Sales Agreement prior to the expiration date due to the fact that the Company no longer intends to utilize the Sales Agreement. The Company had utilized the Sales Agreement as a source of liquidity over its term, but now believes it has sufficient alternative ways to generate cash. Termination of the Sales Agreement will also stop further dilution of the Company’s stock ownership that resulted from sales thereunder.

Under the Sales Agreement, the Company may offer and sell, from time to time, through Northland, shares of the Company’s common stock, par value, $0.01 per share, having an aggregate offering price of up to $13,850,000 (the “Shares”). The offer and sale of the Shares are made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-236859) filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 3, 2020, as amended on March 23, 2020, and declared effective by the SEC on April 1, 2020.

The foregoing description of the Sales Agreement is not complete and is qualified in entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 1.1 on Form 8-K on March 24, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit 99.1 Press release dated November 22, 2022

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.

ADDvantage Technologies Group, Inc.

Date: November 22, 2022

/s/ Michael A. Rutledge

Michael A. Rutledge

Chief Financial Officer

EX-99.1

ADDvantage Technologies To Suspend At-The-Market Offering

Company has Advised Investment Banker to Cease Sales to Minimize Dilution

Carrollton, Texas, November 22, 2022 – ADDvantage Technologies Group, Inc. (NASDAQ: AEY) (“ADDvantage Technologies” or the “Company”) today announced that it has advised its investment banker, Northland Securities, Inc., to cease activity on its At-The-Market offering (“ATM”) and terminate the Equity Distribution Agreement.

“With our Accounts Receivable Agreements in place we believe we have sufficient ability to generate cash to meet our current needs,” commented Joe Hart, Chief Executive Officer of ADDvantage Technologies. “At current levels, we are highly cognizant of ongoing dilution that results from sales utilizing the ATM, and the Board believes it appropriate to halt the ATM transaction.”

The Company’s Shelf Registration on Form S-3 will remain in place until it expires in March 2023.

About ADDvantage Technologies Group, Inc.

ADDvantage Technologies Group, Inc. (Nasdaq: AEY) is a communications infrastructure services and equipment provider operating a diversified group of companies through its Wireless Infrastructure Services and Telecommunications segments. Through its Wireless segment, Fulton Technologies provides turn-key wireless infrastructure services including the installation, modification and upgrading of equipment on communication towers and small cell sites for wireless carriers, national integrators, tower owners and major equipment manufacturers. Through its Telecommunications segment, Nave Communications and Triton Datacom sell equipment and hardware used to acquire, distribute, and protect the communications signals carried on fiber optic, coaxial cable and wireless distribution systems. The Telecommunications segment also offers repair services focused on telecommunication equipment and recycling surplus and related obsolete telecommunications equipment.

ADDvantage operates through its subsidiaries, Fulton Technologies, Nave Communications, and Triton Datacom. For more information, please visit the corporate web site at www.addvantagetechnologies.com.

Cautions Regarding Forward-Looking Statements

The information in this announcement may include forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements. These statements are subject to risks and uncertainties, which could cause actual results and developments to differ materially from these statements. A complete discussion of these risks and uncertainties is contained in the Company’s reports and documents filed from time to time with the Securities and Exchange Commission.

For further information:

Hayden IR

Brett Maas

(646) 536-7331

aey@haydenir.com

1

XML

Cover	Nov. 18, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 18, 2022
Entity Registrant Name	ADDVANTAGE TECHNOLOGIES GROUP, INC
Entity Incorporation, State or Country Code	OK
Entity File Number	1-10799
Entity Tax Identification Number	73-1351610
Entity Address, Address Line One	1430 Bradley Lane
Entity Address, City or Town	Carrollton
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75007
City Area Code	(918)
Local Phone Number	251-9121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.01
Trading Symbol	AEY
Security Exchange Name	NASDAQ
Entity Central Index Key	0000874292
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	Nov. 18, 2022