Item 1.01 Entry into a Material Definitive Agreement.
On April 7 and April 121, 2023, ADDvantage Technologies Group, Inc. (the
"Company") entered into securities purchase agreements (the "Securities Purchase
Agreements") with Mast Hill Fund, L.P. ("Mast Hill") for the issuance of 13%
senior secured promissory notes in the aggregate principal amount of up to
$3,000,000.00 (collectively the "Notes") convertible into shares of common stock
of the Company, as well as the issuance of up to 72,000 shares of common stock
as a commitment fee and warrants for the purchase of up to 648,000 shares of
common stock of the Company. The Company and its subsidiaries have entered into
certain Security Agreements, creating a security interest in certain property of
the Company and its subsidiaries to secure the prompt payment, performance and
discharge in full of all of the Company's obligations under the Notes. The Mast
Hill transactions closed on April 7 and April 12, 2023 (each, a "Closing Date").
Revere Securities LLC acted as advisor to the Company in connection with the
transactions.

On April 7, 2023, Mast Hill acquired the Notes with principal amount of
$2,421,052.63 and paid the purchase price of $2,300,000.00 after an original
issue discount of $121,052.63. On the same Closing Date, the Company issued (i)
a warrant to purchase 290,526 shares of common stock with an exercise price of
$2.50 exercisable until the five-year anniversary of the Closing Date, (ii) a
warrant to purchase 232,421 shares of common stock with an exercise price of
$1.40 exercisable until the five-year anniversary of the Closing Date, which
warrant shall be cancelled and extinguished against payment of the Notes, and
(iii) 58,105 shares of common stock to Mast Hill as additional consideration for
the purchase of the Note. On the Closing Date, the Company delivered such duly
executed Notes, warrants and common stock to Mast Hill against delivery of such
purchase price.

On April 12, 2023, Mast Hill acquired the Notes with principal amount of
$578,947.37 and paid the purchase price of $550,000.00 for the Note after an
original issue discount of $28,947.37. In the same Closing Date, the Company (i)
issued a warrant to purchase 69,474 shares of common stock with an exercise
price of $2.50 exercisable until the five-year anniversary of the Closing Date,
(ii) issued a warrant to purchase 55,579 shares of common stock with an exercise
price of $1.40 exercisable until the five-year anniversary of the Closing Date,
which warrant shall be cancelled and extinguished against payment of the Notes,
and (iii) issued 13,895 shares of common stock to Mast Hill as additional
consideration for the purchase of the Note. The Company delivered such duly
executed Notes, warrants and shares to Mast Hill on the Closing Date.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

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Exhibit 10.1              Securities Purchase Agreement, dated April 7, 

2023, between ADDvantage

Technologies Group, Inc. and Mast Hill Fund, L.P.
Exhibit 10.2              Security Agreement, dated April 7, 2023, between 

ADDvantage Technologies

Group, Inc., Fulton Technologies, Inc., Nave 

Communications Company, ADDvantage

Triton, LLC and Mast Hill Fund, L.P.
Exhibit 10.3              Senior Secured Promissory note, dated April 7, 

2023, between ADDvantage

Technologies Group, Inc. and Mast Hill Fund, L.P.
Exhibit 10.4              First Warrant, dated April 7, 2023, between 

ADDvantage Technologies Group,


                        Inc. and Mast Hill Fund, L.P.
Exhibit 10.5              Second Warrant, dated April 7, 2023, between 

ADDvantage Technologies Group,


                        Inc. and Mast Hill Fund, L.P.
Exhibit 10.6              Securities Purchase Agreement, dated April 1    2    , 2023, between
                        ADDvantage Technologies Group, Inc. and     Mast Hill Fund    , L.P.
Exhibit 10.7              Security Agreement, dated April 1    2    , 2023, between ADDvantage
                        Technologies Group, Inc., Fulton Technologies,

Inc., Nave Communications


                        Company, ADDvantage Triton, LLC and     Mast Hill Fund, L.P.
Exhibit 10.8              Senior Secured Promissory note, dated April 1    2    , 2023, between
                        ADDvantage Technologies Group, Inc. and     Mast Hill F    u    nd, L.P.
Exhibit 10.9              First Warrant, dated April 1    2    , 2023, 

between ADDvantage Technologies


                        Group, Inc. and     Mast Hill Fund, L.P.
Exhibit 10.10             Second Warrant, dated April 1    2    , 2023, 

between ADDvantage Technologies


                        Group, Inc. and     Mast Hill F    und, L.P.




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