As filed with the Securities and Exchange Commission on April 17, 2020

Registration No. 333-_________

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

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FORM S‑8

REGISTRATION STATEMENT NO. 333-203055

under

THE SECURITIES ACT OF 1933

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ADDvantage Technologies Group, Inc.

(Exact name of issuer as specified in its charter)

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	Oklahoma		73-1351610
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

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	1430 Bradley Lane
	Carrollton, Texas		75007
	(Address of Principal Executive Offices)		(Zip Code)

2015 Incentive Stock Plan

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Scott Francis

1430 Bradley Lane

Carrollton, Texas  75007

(918) 251-9121

 (Name, address and telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  (Check one):

Large accelerated filer  [  ] Accelerated Filer  [  ]

Non-accelerated filer  [X] Smaller reporting company  [X]

Emerging growth company  [   ]

CALCULATION OF REGISTRATION FEE

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** Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Common Stock of the Company that may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration that results in an increase in the number of the Company’s outstanding shares of Common Stock.

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EXPLANATORY NOTE

Registration of Additional Securities

On March 26, 2015, ADDvantage Technologies Group, Inc. (the “Registrant”) filed a registration statement on Form S-8 (Registration No. 333-203055) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 1,115,591 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”) available for issuance under the Registrant’s 2015 Incentive Stock Plan (as amended, the “Plan”). On March 18, 2020, the stockholders approved an amendment to the Plan to increase the number of shares issuable thereunder by 1,000,000 shares. This Registration Statement on Form S-8 relates to such increase and, pursuant to General Instruction E for registration statements on Form S-8, the filing fee relates only to such increase.

Pursuant to General Instruction E for registration statements on Form S-8, the contents of the registration statement on Form S-8 (File No. 333-203055), filed with the Commission on May 26, 2015, are incorporated herein by reference, except as amended hereby.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

4.1 (1)	2015 Incentive Stock Plan, as amended (incorporated by reference from the Company’s Proxy Statement on Schedule 14A filed with the Commission on January 23, 2015 (Commission File No. 001-03920))
5.1	Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
23.1	Consent of HoganTaylor LLP
23.2	Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. (included in Exhibit 5.1)
24.1	Power of Attorney (included in signatures)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Farmers Branch, State of Texas on the 17th day of April, 2020.

ADDVANTAGE TECHNOLOGIES GROUP, INC.

By: /s/ Scott A. Francis               

      Name: Scott A. Francis

      Title: Vice President & Chief Accounting Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below constitutes and appoints Scott A. Francis, his true and lawful attorney‑in‑fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of ADDvantage Technologies Group, Inc.) to sign any and all amendments (including post‑effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney‑in‑fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney‑in‑fact and agent or any of them, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.