AmpliTech Group, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
AMPG$2.31+4.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011972
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-022459
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 77 previous paragraphs and 76 current paragraphs.
42 unchanged; 26 reworded; 8 added; 6 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
On October 1, 2025, the Company’s Board unanimously approved, an Amendment to the Amended and Restated Plan to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000 which, if such Amendment is approved by the stockholders at the 2025 Annual Meeting of Stockholders to be held on December 10, 2025, would bring the total number of awards subject to the Amended and Restated Plan to 3,525,142, which total includes 725,142 remaining awards under the Amended and Restated Plan.
Current report
On October 30, 2025, the Company entered into a dealer manager agreement with Moody Capital Solutions, Inc. (the “Dealer-Manager”) in connection with a rights offering (the “Rights Offering”) pursuant to which the Company will distribute to the holders of record of its common stock, $0.001 par value (“Common Stock”) and certain eligible warrantholders who have contractual rights to participate in the Rights Offering, at no charge, two transferable unit subscription rights (the “Unit Subscription Rights”) for each share of the Company’s Common Stock beneficially owned or subject to eligible warrants as of November 10, 2025. Each Unit Subscription Right entitles the registered holder to purchase a Unit at $4.00 with each Unit consisting of one share of Common Stock, one Series A Right to purchase one share of Common Stock at an exercise price of $5.00 (the “Series A Right”) and one Series B Right to purchase one share of Common Stock at an exercise price of $6.00 (the Series B Right, and together with the Series A Right, the “Series Rights”), subject to the maximum Unit issuance limitation of 8,000,000 in the aggregate and potential pro-rata adjustments. Record Holders who fully exercise their Unit Subscription Rights will be entitled to subscribe, subject to certain limitations and subject to potential pro-rata adjustment, for additional Units covered by any unexercised Unit Subscription Rights. Each Unit will consist of one share of Common Stock, one series A right to purchase one share of Common Stock for $5.00 (a “Series A Right”) and one series B right to purchase one share of Common Stock for $6.00 (a “Series B Right” and, collectively with the Series A Right, the “Series Rights”). The Common Stock and the Series Rights comprising the Units may only be purchased as a Unit but will be issued separately. Subject to extension of the expiration date, the Rights Offering will terminate on December 10, 2025. The Series A Rights and Series B Rights may be exercised commencing on their date of issuance and continuing until their expiration dates, respectively, July 18, 2026 and November 20, 2026.
Current report
We have agreed to pay the Dealer-Manager a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million but less than $20 million, we have agreed to pay the Dealer-Manager a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, we have agreed to pay the Dealer-Manager a cash fee equal to 5.0%. We also paid the Dealer-Manager an out-of-pocket accountable expense allowance of $35,000.
Current report
In connection with the Rights Offering, the Company entered into a Subscription Agent and Rights Agent Agreement, dated October 30, 2025, with VStock Transfer, LLC to provide subscription agent services for the Unit Subscription Rights and Series Rights with respect to the Rights Offering.
Current report
Sales increased from $2,834,512 for the three months ended September 30, 2024, to $6,093,832 for the three months ended September 30, 2025, an increase of $3,259,320 or approximately 114.99%. The Company’s revenues increased during the current period primarily due to higher sales in its Low Noise Amplifier (LNA), Low Noise Block (LNB), and 5G product lines. The increase reflects strong demand from telecommunications and satellite communication customers, as well as expansion in 5G infrastructure projects and new product launches. Management continues to focus on product innovation and expanding market presence in these high-growth segments.
Current report
Research and development costs for the three months ended September 30, 2025, and 2024, were $699,319 and $572,422, respectively, an increase of $126,897 or 22.17%. Our research and development is closely tied to emerging high-growth markets: quantum computing hardware, open radio access networks, WiFi/enterprise private networks.
Current report
Other losses consist of $27,985 from foreign currency exchange rates.
Current report
For the Nine Months Ended September 30, 2025 and September 30, 2024
Removed paragraphs (6)
Previous report
During the three months ended March 31, 2024, the Company made several transactions in digital currency in the total amount of approximately $3.25 million. The Company believes that it was fraudulently induced to hold its digital currency with a custodian whom the Company believed to be valid but no longer exists. The Company is taking steps in an attempt to seek recovery of the funds including discussions with local, federal, and international law enforcement agencies and private consultants and is currently conducting a review of its processes and procedures related to this investment. At the present time, the Company is not aware of and does not expect any additional losses arising out or relating to the above-described investment. In addition, the Company does not believe that the Company’s systems, records, or other assets were otherwise affected or compromised in connection with these investments.
Previous report
As a result of the fraudulent digital currency transactions noted above, the Company was a victim of a cyber phishing scam that defrauded the Company. During the three months ended March 31, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911.
Previous report
ATM Offering
Previous report
On July 22, 2025, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with Maxim Group LLC, or Maxim, relating to offer and sell shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through Maxim, acting as our exclusive sales agent, in an “At-the-Market Offering” at our discretion.
Previous report
Sales increased from $2,527,442 for the three months ended June 30, 2024, to $11,025,927 for the three months ended June 30, 2025, an increase of $8,498,485 or approximately 336.25%. This increase in sales is predominantly from the 5G orders that needed to be fulfilled per the Titan Asset Acquisition. Sales in the amplifier and related passive microwave components and subsystems division increased by $6,874, while Spectrum sales decreased by $57,707, or 3.27%.
Previous report
For the Six Months Ended June 30, 2025 and June 30, 2024
Reworded paragraphs (26)
Previous wording
On March 26, 2025, we entered into an asset purchase agreement, as amended by that certain amendment dated April 15, 2025, with Titan, and its affiliate (as amended, the “Titan APA”) to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology (“5G ORAN radio products). The aggregate purchase price for the assets is $8,000,000, which consists of $4,000,000 in cash and $4,000,000 in restricted shares of common stock. Upon the procurement of the Initial Purchase Order and receipt of assurance of the Subsequent Purchase Orders (the “First Milestone”), the Company issued 914,635 shares of restricted common stock to Titan at $1.64 per share, based on the 30-day volume-weighted average price (“VWAP”). The fair value of the common stock issued was $1,710,367 based on the closing stock price on April 24, 2025 of $1.87 per share. These shares, together with $3.5 million in cash paid at closing, represented the initial consideration (the “First Milestone”) under the APA. The remaining $500,000 in cash to be paid and $2,500,000 in shares of restricted common stock will be issued to Titan upon the transfer and approval of the 5G ORAN radio products’ technology and intellectual property rights by Titan to the Company (the “Second Milestone”). The Second Milestone is expected to be achieved towards the end of the year 2025 and is recorded as a contingent liability of $3,000,000 as of June 30, 2025.
Current wording
On March 26, 2025, we entered into an asset purchase agreement, as amended by that certain amendment dated April 15, 2025, with Titan, and its affiliate (as amended, the “Titan APA”) to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology (“5G ORAN radio products) (“Titan Asset Acquisition”). The aggregate purchase price for the assets is $8,000,000, which consists of $4,000,000 in cash and $4,000,000 in restricted shares of common stock of which the first $3,500,000 in cash was paid and $1,500,000 in restricted common stock was issued on April 24, 2025. The remaining $500,000 in cash to be paid and $2,500,000 in shares of restricted common stock will be issued to Titan upon the transfer of the 5G ORAN radio products’ technology and intellectual property rights by Titan to the Company (the “Second Milestone”). The Second Milestone is expected to be achieved towards the end of the year 2025 and is recorded as a contingent liability of $3,000,000 as of September 30, 2025.
Previous wording
Our principal executive offices are located at 155 Plant Avenue, Hauppauge, NY 11788. Our telephone number is (631) 521-7831. Our corporate website is www.amplitechinc.com. The information on our website is not a part of or incorporated in this report.
Current wording
Our principal executive offices are located at 155 Plant Avenue, Hauppauge, NY 11788. Our telephone number is (631) 521-7831. Our corporate website is www.amplitechgroup.com. The information on our website is not a part of or incorporated in this report.
Previous wording
Cost of goods sold increased from $1,470,355 for the three months ended June 30, 2024, to $10,163,048 for the three months ended June 30, 2025, an increase of $8,692,693 or 591.20%. This increase is directly attributable to the significant ramp-up in 5G product sales resulting from the recent Titan APA. Gross profit for the same period was $862,879 compared to $1,057,087, a decrease of $194,208, or 18.37%. Gross profit as a percentage of sales declined to 7.83% from 41.82%, reflecting the Company’s strategy to penetrate the multi-billion-dollar global telecommunications market, dominated by major network operators (MNO’s).
Current wording
Cost of goods sold increased from $1,486,583 for the three months ended September 30, 2024, to $3,134,189 for the three months ended September 30, 2025, an increase of $1,647,606 or 110.83%. This increase is directly attributable to the significant ramp-up in 5G product sales, reflecting the Company’s strategy to penetrate the multi-billion-dollar global telecommunications market, dominated by major network operators (MNO’s). Gross profit for the three months ended September 30, 2024 was $1,347,929 compared to $2,959,643 for the three months ended September 30, 2025, an increase of $1,611,714, or 119.57%. Gross profit as a percentage of sales increased to 48.57% from 47.55%.
Previous wording
AmpliTech is strategically investing in building long-term business relationships with global network operators by providing innovative, carrier-grade ORAN true 5G radios and high-performance Private 5G solutions. This initial phase of market penetration emphasizes top-line revenue growth and customer acquisition over short-term margins. These investments are expected to yield significantly higher gross margins in the latter half of 2025 (Q3 and Q4) and beyond, as the company transitions from initial deployment phases to long-term recurring business with these Tier 1 operators.
Current wording
The Company is strategically investing in building long-term business relationships with global network operators by providing innovative, carrier-grade ORAN true 5G radios and high-performance private 5G solutions.
Previous wording
Selling, general and administrative expenses decreased to $2,129,143 for the three months ended June 30, 2025, from $2,165,055 for the first three months ended June 30, 2024, a decrease of $35,912 or approximately 1.66%. This decrease is primarily due to the decrease in parent company expenses relating to accounting, consulting and legal expenses for this period.
Current wording
Selling, general and administrative expenses increased to $2,481,580 for the three months ended September 30, 2025, from $1,864,245 for the three months ended September 30, 2024, an increase of $617,335 or approximately 33.11%. This increase is primarily due to the increase in expenses relating to accounting, consulting, recruiting and amortization expense.
Previous wording
As a result of the above, the Company reported a loss from operations of $1,925,059 and $1,568,090 for the three months ended June 30, 2025, and 2024, respectively.
Current wording
As a result of the above, the Company reported a loss from operations of $221,256 and $1,088,738 for the three months ended September 30, 2025, and 2024, respectively.
Previous wording
Due to market fluctuations, the Company recorded a realized gain on investments of $36,019 for the three months ended June 30, 2025.
Current wording
Due to market fluctuations, the Company recorded a realized gain on investments of $28,001 for the three months ended September 30, 2025.
Previous wording
The Company recorded interest income, net of $78,690 and interest expense, net of $12,527 for the six months ended June 30, 2025 and 2024, respectively.
Current wording
The Company recorded interest income, net of $32,867 and interest expense, net of $100,945 for the three months ended September 30, 2025 and 2024, respectively. Interest expense has decreased due to the repayment of the debt financing in 2024.
Previous wording
The Company reported a net loss of $1,771,625 and $1,576,274 for the three months ended June 30, 2025 and 2024, respectively.
Current wording
The Company reported a net loss of $188,373 and $1,189,683 for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
Sales increased from $4,820,773 for the six months ended June 30, 2024, to $14,625,026 for the six months ended June 30, 2025, an increase of $9,804,253 or approximately 203.38%. This increase in sales is predominantly from the 5G orders that needed to be fulfilled per the Titan APA.
Current wording
Sales increased from $7,655,285 for the nine months ended September 30, 2024, to $20,718,858 for the nine months ended September 30, 2025, an increase of $13,063,573 or approximately 170.65%. This increase in sales is predominantly from the 5G orders that needed to be fulfilled per the Titan APA in the 2 nd quarter of 2025.
Previous wording
Cost of goods sold increased from $2,881,056 for the six months ended June 30, 2024, to $12,574,277 for the six months ended June 30, 2025, an increase of $9,693,221 or 336.45%. Overall, this increase is directly related to the increase in sales from the asset acquisition. As a result, gross profit was $2,050,749 for the six months ended June 30, 2025, compared to $1,939,717 for the six months ended June 30, 2024, an increase of $111,032, or 5.72%. Overall, gross profit as a percentage of sales decreased to 14.02% from 40.24%, reflecting the Company’s strategy to penetrate the multi-billion-dollar global telecommunications market. AmpliTech is strategically investing in building long-term business relationships with these global network operators by providing innovative, carrier-grade ORAN true 5G radios and high-performance Private 5G solutions. This initial phase of market penetration emphasizes top-line revenue growth and customer acquisition over short-term margins. These investments are expected to yield significantly higher gross margins in the latter half of 2025 (Q3 and Q4) and beyond, as the company transitions from initial deployment phases to long-term recurring business with these Tier 1 operators.
Current wording
Cost of goods sold increased from $4,367,639 for the nine months ended September 30, 2024, to $15,708,466 for the nine months ended September 30, 2025, an increase of $11,340,827 or 259.66%. Overall, this increase is directly related to the increase in sales from the Titan Asset Acquisition. As a result, gross profit was $5,010,392 for the nine months ended September 30, 2025, compared to $3,287,646 for the nine months ended September 30, 2024, an increase of $1,722,746, or 52.41%. Overall, gross profit as a percentage of sales decreased to 24.18% from 42.95%, reflecting the Company’s strategy to penetrate the multi-billion-dollar global telecommunications market. The Company is strategically investing in building long-term business relationships with these global network operators by providing innovative, carrier-grade ORAN true 5G radios and high-performance Private 5G solutions. This initial phase of market penetration emphasizes top-line revenue growth and customer acquisition over short-term margins.
Previous wording
Selling, general and administrative expenses increased to $4,467,358 for the six months ended June 30, 2025, from $4,198,802 for the first six months ended June 30, 2024, an increase of $268,556 or approximately 6.40%. The increase is primarily due to the increase in trade show expense, legal expense and consulting.
Current wording
Selling, general and administrative expenses increased to $6,948,938 for the nine months ended September 30, 2025, from $6,063,047 for the nine months ended September 30, 2024, an increase of $885,891 or approximately 14.61%. The increase is primarily due to the increase in trade show expense, legal, accounting, recruiting, consulting and amortization expenses.
Previous wording
Research and development costs for the three months ended June 30, 2025, and 2024, were $658,795 and $460,122, respectively, an increase of $198,673, or 43.18%, mainly attributable to our MIMO 64T64R Oran Cat B radio network and low-noise block down converter units, also known as LNB’s.
Current wording
Research and development costs for the nine months ended September 30, 2025, and 2024, were $2,097,787 and $1,309,299 respectively, an increase of $788,488, or 60.22%, mainly attributable to our MIMO 64T64R Oran Cat B radio network and low-noise block down converter units, also known as LNB’s.
Previous wording
As a result of the above, the Company reported a loss from operations of $3,815,077 and $2,995,962 for the six months ended June 30, 2025, and 2024, respectively.
Current wording
As a result of the above, the Company reported a loss from operations of $4,036,333 and $4,084,700 for the nine months ended September 30, 2025, and 2024, respectively.
Previous wording
Other income consists of $88,222 realized gain on foreign currency exchange rates.
Current wording
Other income consists of $60,237 realized gain on foreign currency exchange rates.
Previous wording
Due to market fluctuations, the Company recorded a realized gain on investments of $36,019 and $25,965 for the six months ended June 30, 2025 and 2024, respectively.
Current wording
Due to market fluctuations, the Company recorded a realized gain on investments of $64,020 and $25,965 for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
The Company recorded interest income, net of $29,193 and interest expense, net of $8,184 for the three months ended June 30, 2025 and 2024, respectively.
Current wording
The Company recorded interest income, net of $111,557 and interest expense, net of $113,472 for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
The Company reported a net loss of $3,612,146 and $6,231,435 for the six months ended June 30, 2025 and 2024, respectively.
Current wording
The Company reported a net loss of $3,800,519 and $7,421,118 for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
The net cash used in operating activities for the six months ended June 30, 2025, was $4,260,237 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, long-term deposits, accounts payable and accrued expenses and operating lease obligations and customer deposits.
Current wording
The net cash used in operating activities for the nine months ended September 30, 2025, was $5,259,588 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, long-term deposits, accounts payable and accrued expenses and operating lease obligations and customer deposits.
Previous wording
The net cash used in operating activities for the six months ended June 30, 2024, was $ 2,396,466 resulting primarily from the net loss, loss on investment of digital assets and operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, customer deposits and operating lease obligations.
Current wording
The net cash used in operating activities for the nine months ended September 30, 2024, was $4,128,869 resulting primarily from the net loss, loss on investment of digital assets and operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, customer deposits and operating lease obligations.
Previous wording
The net cash used in investing activities for the six months ended June 30, 2025, was $3,987,492 for the purchase of equipment and the Titan Asset Acquisition.
Current wording
The net cash used in investing activities for the nine months ended September 30, 2025, was $5,670,128 for the purchase of equipment, intangible assets and the Titan Asset Acquisition.
Previous wording
The net cash used in investing activities for the six months ended June 30, 2024, was $3,262,591 for the purchase of equipment and investment in digital assets.
Current wording
The net cash used in investing activities for the nine months ended September 30, 2024, was $3,275,342 for the purchase of equipment and investment in digital assets.
Previous wording
The net cash used in financing activities for the six months ended June 30, 2025, was $10,500 resulting primarily from the repayments of financing lease obligations.
Current wording
The net cash from financing activities for the nine months ended September 30, 2025, was $926 resulting primarily from the proceeds from the exercise of stock options and the repayments of financing lease obligations.
Previous wording
The net cash used in financing activities for the six months ended June 30, 2024, was $52,752, resulting primarily from the repayments of notes payable and financing lease obligations.
Current wording
The net cash from financing activities for the nine months ended September 30, 2024, was $1,754,735, resulting primarily from the net proceeds received from the issuance of common shares in a private equity offering and notes payable, offset by the repayments of notes payable and financing lease obligations.
Previous wording
As of June 30, 2025, we had cash and cash equivalents of $11,057,755, working capital of $16,163,710, and an accumulated deficit of $24,624,273. As of December 31, 2024, we had cash and cash equivalents of $19,315,984, working capital of $26,795,745 and an accumulated deficit of $21,012,127. Based on our existing cash and cash equivalents, our working capital, our current and forecasted level of operations, and our forecasted cash flows, we believe that we will be able to meet our obligations and pay our liabilities arising from normal business operations when they come due and to provide for our capital requirements for the next 12 months.
Current wording
As of September 30, 2025, we had cash and cash equivalents of $8,387,194, working capital of $14,017,641, and an accumulated deficit of $24,812,646. As of December 31, 2024, we had cash and cash equivalents of $19,315,984, working capital of $26,795,745 and an accumulated deficit of $21,012,127. Based on our existing cash and cash equivalents, our working capital, our current and forecasted level of operations, and our forecasted cash flows, we believe that we will be able to meet our obligations and pay our liabilities arising from normal business operations when they come due and to provide for our capital requirements for the next 12 months.
Previous wording
The discussion and analysis of our financial condition and results of operations is based upon financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the six month period ended June 30, 2025 to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
The discussion and analysis of our financial condition and results of operations is based upon financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the nine month period ended September 30, 2025, to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Loss on Investment of Digital Assets
Previous report — wording carried elsewhere
Research and development costs for the six months ended June 30, 2025, and 2024, were $1,398,468 and $736,877, respectively, an increase of $661,591, or 89.78%, mainly attributable to our MIMO 64T64R Oran Cat B radio network and low-noise block down converter units, also known as LNB’s.
Previous report — wording carried elsewhere
Other income consists of $88,222 realized gain on foreign currency exchange rates.