AmpliTech Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 26, 2026
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-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001715
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-26.
0001493152-26-012914
Item 7. 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 156 previous paragraphs and 81 current paragraphs.
38 unchanged; 22 reworded; 19 added; 94 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 2 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 (19)
Current report
Our mission is to patent our proprietary IP and trade secrets that were used in small volume niche markets and expand our capabilities through strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity markets. We believe this will enable us to scale up our products and revenue by developing full systems and subsystems with our unique technology as a core component, which we expect will position us as a global leader in these rapidly emerging technology sectors and addresses large volume markets as well, such as cellphone handsets, laptops, server networks, and many other applications that improve everyday quality of life.
Current report
Amendment to Amended and Restated 2020 Equity Incentive Plan
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. On December 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders.
Current report
As of December 31, 2025, all outstanding stock options were issued according to the Company’s Amended and Restated Plan, and there remains 3,487,375 shares of common stock available for future issuance under the Amended and Restated Plan.
Current report
Rights Offering
Current report
In October 2025, the Company commenced the Rights Offering pursuant to which it distributed in the form of a dividend, at no charge, transferable Unit Subscription Rights, entitling holders of Company’s common stock, and certain eligible warrant holders (pursuant to contractual rights) as of the record date of 5:00 p.m., Eastern time, on November 10, 2025, to purchase Units at the Unit Subscription Price. Each Unit consisted of one share of common stock, one Series A right and one Series B Right. The Series Rights were issued upon the closing of Unit Subscription Rights following the expiration of the Unit Subscription Rights. The Series Rights were exercisable commencing on their date of issuance and will continue to be exercisable until their respective expiration dates. However, the issuance of the common stock underlying the Series Rights will only occur upon each respective Series Rights’ expiration date. The exercise price of the Series Rights is equal to (i) in the case of the Series A Rights, $5.00 per share until they expire on July 18, 2026; and (ii) in the case of the Series B Rights, $6.00 per share until it expires on November 20, 2026. On January 14, 2026, the Company closed on the Unit Subscription Rights, which expired on January 9, 2026. The Company received approximately $9,072,816 from the exercise of the Unit Subscription Rights, which consisted of 1,247,086 basic subscriptions and 1,021,118 over-subscriptions, for an aggregate of 2,268,204 Units. Each Unit consisted of one share of common stock, one Series A Right to purchase one share of common stock and one Series B Right to purchase one share of common stock. As a result of the Closing, the Company issued 2,268,204 shares of common stock, 2,268,204 Series A Rights, and 2,268,204 Series B Rights. The Series Rights offered in the offering were substantially the same rights and entitlements as the Series A Rights and Series B Rights issued in connection with the Rights Offering, which rights are set forth in the Series A Right Certificate and Series B Right Certificate filed as Exhibits 4.2 and 4.3, respectively, to Current Report on Form 8-K filed with the SEC on October 30, 2025. The net proceed from the Closing was approximately $8,103,909 after deducting fees and expenses of Moody Capital, as placement agent, and our other estimated offering expenses.
Current report
In connection with the Rights Offering, the Company entered into a Dealer Manager Agreement. Pursuant to the Dealer Manager Agreement, the Company agreed to pay Moody Capital 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, the Company agreed to pay Moody Capital a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, the Company agreed to pay Moody Capital a cash fee equal to 5.0%. The Company also paid Moody Capital an out-of-pocket accountable expense allowance of $35,000.
Current report
Registered Direct Offering
Current report
On January 26, 2026, the Company entered into the Purchase Agreement with the Purchasers pursuant to which we agreed to sell in the offering, or the Offering, 2,230,00 Units (“Units”) at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right and one Series B Right. The Series Rights provided the Purchasers substantially the same rights and entitlements as those Series A Rights and Series B Rights issued in connection with the Rights Offering. The Offering closed on January 27, 2026, resulting in the issuance of 2,230,000 shares of common stock, and Series A Rights to purchase an aggregate of 2,230,000 shares of common stock at $5.00 per share, and Series B Rights to purchase an aggregate of 2,230,000 shares of common stock at $6.00 per share. The net proceed to the Company from the sale of the Units in the Offering was approximately $8,319,873 after deducting the placement agent’s fees and other estimated offering expenses payable by the Company.
Current report
In connection with the Offering, on January 26, 2026, the Company entered into the Placement Agency Agreement with the Placement Agent, pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.0% of the aggregate gross proceeds received by the Company from the sale of the sale of the Units and the exercise of the Series Rights in the Offering. The Company also agreed to reimburse the Placement Agent for up to $15,000 in accountable expenses, including the Placement Agent’s legal counsel’s fees.
Current report
Listing of Series A Rights and Series B Rights on NASDAQ
Current report
Sales increased from $9,508,372 for the year ended December 31, 2024 to $25,195,930 for the year ended December 31, 2025, an increase of $15,687,558 or approximately 164.99%. The increase was driven primarily by the Company’s asset acquisition in April 2025, which transformed the Company’s revenue base and added a significant new revenue stream in 5G infrastructure products.
Current report
As a direct result of the asset acquisition, the Company began fulfilling purchase orders for customized 5G ORAN radio products for a major telecommunications provider. This customer represented 42.86% of total revenues for the year ended December 31, 2025, or $10,797,628 in revenues and was not a customer of the Company prior to the asset acquisition. Management has secured new purchase orders from this customer for 2026 and is actively working to expand this relationship. Management believes other major MNO’s will follow suit for their customized requirements, as well. The Company’s ability to sustain and grow revenue from this customer in future periods is dependent on the continued execution of new purchase orders, and management is focused on expanding this relationship as the Company transitions 5G radio fulfillment to its own dedicated production line. However, there can be no assurance that this customer will continue to place orders at historical levels or at all, and the loss of this customer would have a material adverse effect on the Company’s revenues and results of operations.
Current report
The asset acquisition materially changed the Company’s customer concentration profile year-over-year. In 2024, the Company’s largest customer represented approximately 13.97% of revenue through the Spectrum division. Revenues from this customer decreased from $1,327,942 in 2024 to approximately $830,521 in 2025.
Current report
Excluding the impact of the asset acquisition and related revenues, the Company also experienced organic growth across its core product lines during 2025, including its Low Noise Amplifier (“LNA”), Low Noise Block (“LNB”), and legacy 5G product lines, as well as a rebound in the Asian markets served by the Spectrum division. This organic growth reflects continued strong demand from telecommunications and satellite communications customers, expansion in 5G infrastructure projects, and new product launches in high-growth segments. Management continues to focus on product innovation, expanding its customer base, and reducing customer concentration risk through new relationships in the 5G infrastructure, satellite communications, and quantum computing markets.
Current report
Cost of goods sold increased to $19,165,917 in 2025 from $6,023,265 in 2024, an increase of $13,142,652 or approximately 218.20%. The increase is directly attributable to the addition of 5G radio product revenues following the asset acquisition in April 2025. The 5G radio product line carries a lower gross margin profile than the Company’s legacy LNA/LNB business, as the 2025 fulfillment of purchase orders that were in process at the time of the acquisition were fulfilled through the existing supply chain arrangement under a transitional model. During 2025, the Company sourced and delivered the 5G radios through the existing contract manufacturer, resulting in compressed margins relative to the Company’s legacy product lines.
Current report
Gross profit was $6,030,013 for 2025 compared to $3,485,107 for 2024, an increase of $2,544,906 or 73.02%. Gross profit as a percentage of sales decreased to 23.93% from 36.65%, reflecting the impact of product mix rather than pricing deterioration or cost overruns in the legacy business. Specifically, the gross margin attributable to the addition of 5G radio revenues, which represented approximately 47.67% of total 2025 revenues. The Company’s legacy LNA/LNB and Spectrum businesses maintained margins consistent with historical levels. As the Company transitions 5G radio fulfillment to its own dedicated production line, which became operational in 2026, management expects the gross margin profile of the 5G product line to improve materially as per-unit costs are reduced. Combined with the continued contribution of the higher-margin LNA/LNB product lines and economies of scale as 5G volumes increase, management expects the blended consolidated gross margin to improve in 2026 and beyond.
Current report
Selling, general and administrative expenses increased to $10,662,741 in 2025 from $7,856,471 in 2024, an increase of $2,806,270, or approximately 35.72%. The Company experienced an increase in salaries and payroll taxes, professional fees, amortization expense, insurance expense and trade show expenses.
Current report
The net cash provided by financing activities for the year ended December 31, 2025 was $6,808,828, a result of the rights offering subscription proceeds held in escrow and from the exercise of stock options offset by the repayment of finance lease obligations.
Removed paragraphs (94)
Previous report
Recent Debt Reduction
Previous report
On July 23, 2024, the Company entered into a business loan and security agreement with Altbanq Lending II LLC in the amount of $1,300,000, which included an origination fee of $26,000 and an original issue discount of $403,000. The loan is payable within 76-weeks through 38 bi-weekly payments of $44,816 and bore an annual interest rate of 21.2% with prepayment options available. The loan was secured by the Company’s assets through a UCC filing, and proceeds were used for working capital, 5G licensing and certification fees. During the year ended December 31, 2024, the Company repaid the loan in full, through principal payments of $1,534,000, and recorded $260,000 in debt discount amortization.
Previous report
Recent Financings
Previous report
On September 9, 2024, the Company entered into a Securities Purchase Agreement with a single institutional investor to sell 1,369,488 shares of the Company’s common stock, par value $0.001 per share at a per share price of $0.7302. The closing of the offering occurred on September 11, 2024. The gross proceeds to the Company from this offering was approximately $1 million, before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $180,000.
Previous report
On November 24, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,425,377 shares of our common stock, at a per share price of $0.92 and prefunded warrants to purchase 177,882 shares of common stock, at $0.919 per prefunded warrant (“Prefunded Warrant”) (the “November Offering”). The closing of the registered direct offering occurred on November 26, 2024. The exercise price of each Prefunded Warrant is $0.001 and 177,882 warrants were exercised in full immediately. The gross proceeds to the Company from the offering was approximately $1,474,998, before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $200,000.
Previous report
On December 11, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,352,500 shares of our common stock at a per share price of $1.60 (the “December Offering”). The closing of the registered direct offering occurred on December 13, 2024. The gross proceeds to the Company from this offering was approximately $2,164,000 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $220,000.
Previous report
On December 16, 2024, we entered into a Securities Purchase Agreement with two institutional investors pursuant to which we sold in a registered direct offering 1,516,680 shares of our common stock at a per share price of $2.10 (the “Second December Offering”). The closing of the registered direct offering occurred on December 18, 2024. The gross proceeds to the Company from this offering was approximately $3,185,028 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $290,000.
Previous report
On December 24, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,871,000 shares of our common stock at a per share price of $3.10 (the “Third December Offering”). The closing of the registered direct offering occurred on December 27, 2024. The gross proceeds to the Company from this offering was approximately $5,800,100 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $490,000.
Previous report
On December 27, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 2,173,920 shares of our common stock, par value $0.001 per share, at a per share price of $4.60 (“Fourth December Offering”) . The closing of the registered direct offering occurred on December 31, 2024. The gross proceeds to the Company from this offering was approximately $10,000,032 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $660,000.
Previous report
Pursuant to the Securities Purchase Agreements entered into in the November Offering, December Offering, Second December Offering, Third December Offering and Fourth December Offering we agreed to, among other things, not issue any shares of common stock for a period of 45 days after such Offerings’ respective closing dates. Investors who participated in the November Offering, December Offering, Second December Offering and Third December Offering agreed to waive this 45-day prohibition on issuing securities in connection with the Fourth December Offering.
Previous report
On March 21, 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 million from time to time through Maxim, acting as our exclusive sales agent, in an “At-the-Market Offering”at our discretion.
Previous report
Asset Purchase Agreement
Previous report
On March 26, 2025, the Company entered into an asset purchase agreement with Titan Crest, LLC, a Delaware limited liability company (the “Seller”), and its affiliate, 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 “Asset Purchase Agreement”). The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. In addition to customary closing conditions, the closing of the transactions and the payment of the purchase price contemplated by the Asset Purchase Agreement is conditioned upon certain conditions, including but not limited to (i) the issue of a purchase order from Telus for fiscal year delivery to the Company, (ii) a purchase order between the Company and the Seller or its affiliate pursuant to which the Seller will assist in manufacturing the products to be sold to Telus to meet its purchase order, and (iii) receipt of correspondence from Telus to the Company, indicating Telus’ intention to issue purchase orders (including Telus’ initial purchase order) which purchase orders will be spread out over 3 years (“Telus Subsequent Purchase Orders”).
Previous report
In addition, under the Asset Purchase Agreement, the parties are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims. Further, the Seller and its affiliate, jointly and severally, agreed for a period of 10 years not to engage in certain competitive activities with respect to the business or proposed business relating to the assets sold to the Company. In addition, the Asset Purchase Agreement contemplates that after the closing, the Company and the Seller will enter short-term transition services agreements for up to two of the Seller’s employees to provide Company assistance in the assignment and transfer of the purchased assets from the Seller to the Company for a fee not to exceed $430,000.
Previous report
In connection with the transaction, Seller’s affiliate agreed to transfer all of its rights, title and interest in 5G ORAN radio products technology and intellectual property rights to Seller. Subsequent to the transaction, Seller’s affiliate will continue its business and retain its employees focusing on software solutions and services.
Previous report
Revolving Line of Credit
Previous report
On March 25, 2025, AmpliTech Group, Inc., a Nevada corporation (the “Company”), entered into a Bank Loan Agreement (the “Loan Agreement”) with Dime Community Bank (the “Bank”) for a revolving line of credit for up to $750,000 (the “Revolving Line of Credit”). The Company has established the Revolving Line of Credit for general working purposes and uses, as needed. As of the date of this filing, there is no outstanding balance on the Revolving Line of Credit. The term of the Loan Agreement expires once all indebtedness under the Revolving Line of Credit has been paid in full, or until such time as the Bank and the Company agree in writing to terminate the Loan Agreement. In addition to interest, the Company agreed to pay an annual fee of $500.00 on the anniversary date of each year the Loan Agreement is in effect, subject to change by the Bank with notice. Pursuant to an Assignment of Deposit Agreement dated March 25, 2025 between us and the Bank, the Revolving Line of Credit is secured by a demand deposit account with the Bank which requires us to have a balance no less than $814,635.
Previous report
The Revolving Line of Credit is evidenced by a promissory note, which is due on demand, or if there is no demand, then on March 1, 2026, unless extended, modified or renewed (the “Note”). The Company has agreed to pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 1, 2025, with all subsequent interest payments to be due on the same day of each month thereafter. The Note bears a variable interest rate based on changes in the Wall Street Journal Prime Rate as published in the Wall Street Journal from time to time, plus 1.000%, provided however, under no circumstances will the interest rate be less than 6.250% per annum or more than the maximum rate allowed by applicable law. Late payment is subject to a fee of 5.000% of the regularly scheduled payment. In the event of default, the Note bears an interest at a rate per annum equal to 5.000% above the rate that is otherwise applicable to such amounts.
Previous report
Among other things, the Loan Agreement contains customary representations and warranties, events of default, negative and affirmative covenants and financial covenants, and certain limitations on dispositions of assets. The Loan Agreement also contains usual and customary events of default (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts payable under the Note may be accelerated at the Bank’s option and/or the Bank’s commitment and obligations will terminate without notice to the Company.
Previous report
Letter of Intent
Previous report
Sales decreased from $15,584,577 for the year ended December 31, 2023 to $9,508,372 for the year ended December 31, 2024, a decrease of $6,076,205 or approximately 38.99%. Spectrum sales decreased by $3,288,527, or 35.76%. AmpliTech and Specialty’s sales decreased by $2,787,678 or 43.64%. This decrease in sales is attributable to the decrease in global demand and recessionary market dynamics affecting most of our customers across all divisions and product lines, specifically in the Asian markets. Our RFQ (Request for Quote) activity has since increased in the first quarter of 2025 resulting in an increase in our backlog which we believe should translate to increased sales.
Previous report
Cost of goods sold decreased to $6,023,265 in 2024 from $8,308,949 in 2023, a decrease of $2,285,684 or approximately 27.51%. This decrease is directly related to the decline in sales. As a result, the gross profit was $3,485,107 for 2024 compared to $7,275,628 for 2023, a decrease of $3,790,521 or 52.10%. Gross profit as a percentage of sales decreased to 36.65% from 46.69%, representing a shift in the sales mix away from our higher gross margin products, while maintaining fixed production and overhead expenses.
Previous report
Selling, general and administrative expenses increased to $7,856,471 in 2024 from $7,511,319 in 2023, an increase of $345,152, or approximately 4.60%. The Company experienced an increase in professional fees, such as accounting, legal and consulting fees as well as stock compensation, offset by the decrease in officers’ compensation in the second half of the year and other general and administrative expenses.
Previous report
Loss on disposal of property and equipment was $16,403 for the year ended December 31, 2023.
Previous report
Due to market fluctuations, the Company recorded an unrealized gain on investments of $1,697 for the year ended December 31, 2023.
Previous report
The net cash used in financing activities for the year ended December 31, 2023 was $2,367,420, for the repayment of financing lease liabilities, notes payable and the revenue earnout.
Previous report
Basis of Accounting
Previous report
The accompanying consolidated financial statements have been prepared using the accrual basis of accounting.
Previous report
Principles of Consolidation
Previous report
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Previous report
Use of Estimates
Previous report
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates.
Previous report
Cash and Cash Equivalents
Previous report
The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2024, the Company’s cash and cash equivalents were deposited in four financial institutions.
Previous report
The Company’s policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions to limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2024 and 2023, the Company had $18,749,154 and $3,170,500 in excess of FDIC insured limits, respectively. The Company has not experienced any losses in such accounts.
Previous report
Accounts Receivable
Previous report
Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, “Financial Instruments – Credit Losses,” the Company estimates expected credit losses based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward-looking information.
Previous report
An allowance of $0 has been recorded at December 31, 2024 and 2023, respectively.
Previous report
Marketable Securities
Previous report
The Company’s investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Company’s marketable securities are stated at fair value with all realized and unrealized gains and losses on investments in marketable equity securities recognized in other income, net. The realized and unrealized gains and losses on marketable securities are determined using specific identification method.
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Reworded paragraphs (22)
Previous wording
AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the state of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).
Current wording
AmpliTech was incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).
Previous wording
AmpliTech Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of RF amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.
Current wording
AmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of Radio Frequency (“RF”) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.
Previous wording
On November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc. (“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all of the assets of the Company (the Acquisition). The Acquisition was completed on December 15, 2021.
Current wording
On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc. (“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA.
Previous wording
In 2021, the Company opened a monolithic microwave integrated circuits (“MMIC”) chip design center in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages.
Current wording
In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (“MMIC”) chip design center, in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages.
Previous wording
In August 2022, the AGTGSS division was formed to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.
Current wording
In August 2022, we formed our AGTGSS division to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.
Previous wording
The aggregate purchase price for the assets is $8,000,000 which consists of $3,000,000 in cash and $5,000,000 in restricted shares of common stock of which the first $2,500,000 in cash and $2,500,000 in restricted common stock will be issued upon the procurement of the Telus’ initial purchase order and receipt of assurance of the Telus Subsequent Purchase Orders; and that the remaining $500,000 in cash to be paid on December 5, 2025 and $2,500,000 in shares of restricted common stock will be issued to Company upon the transfer of the 5G ORAN radio products’ technology and intellectual property rights by the Seller to the Company.
Current wording
On March 26, 2025, we entered into the Titan APA with Titan and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology, or 5G ORAN radio products. The aggregate purchase price for the assets was $8,000,000, which consisted 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, or the Second Milestone. The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025.
Previous wording
On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. If fulfilled, deliveries of the order are expected to start in FY2025 and will substantially increase each year thereafter into 2027. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. No assurance can be given that the Company will enter into any purchase orders for the total amount of $78 million.
Current wording
On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. As of March 23, 2026, the Company has received a total of approximately $5MUS in funded purchase orders from our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders into 2027.
Previous wording
As of December 31, 2024, the Company had a working capital of $26,795,745 and an accumulated deficit of $21,012,127. The Company recorded a net loss of $11,242,404 and $2,465,439 for the years ended December 31, 2024 and December 31, 2023, respectively.
Current wording
As of December 31, 2025, the Company had a working capital of $10,157,641 and an accumulated deficit of $28,019,282. As of December 31, 2024, the Company had a working capital of $26,795,745 and an accumulated deficit of $21,012,127. The Company recorded a net loss of $7,007,155 and $11,242,404 for the years ended December 31, 2025 and December 31, 2024, respectively.
Previous wording
The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products and MMIC designs has progressed significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial markets.
Current wording
The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products, LNB’s and MMIC designs has progressed significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial markets.
Previous wording
Research and development costs for the years ended December 31, 2024 and 2023 were $3,590,695 and $2,341,845 respectively. Research and development expenses have increased by $1,248,850, or by 53.33%, mainly attributable to the completion of our massive MIMO 64T64R Oran Cat B radio network, which provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications promoting openness and interoperability in radio access networks. This radio is currently being tested and certified at Northeastern University and is expected to become the Company’s flagship product.
Current wording
Research and development costs for the years ended December 31, 2025 and 2024 were $2,687,176 and $3,590,695 respectively. Research and development expenses have decreased by $903,519, or by 25.16%, mainly attributable to the completion of our massive MIMO 64T64R Oran Cat B radio network.
Previous wording
As a result of the above, the Company has a loss from operations of $8,429,987 and $2,577,536 for the years ended December 31, 2024 and 2023, respectively.
Current wording
As a result of the above, the Company has a loss from operations of $7,319,904 and $8,429,987 for the years ended December 31, 2025 and 2024, respectively.
Previous wording
As a result of the fraudulent digital currency transactions noted above, during the year ended December 31, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets.
Current wording
As a result of the fraudulent digital currency transactions during the year ended December 31, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets.
Previous wording
Realized gain on investments, resulting from the redemption of treasury bills, was $26,746 and $131,522 for the years ended December 31, 2024 and 2023.
Current wording
Realized gain on investments, resulting from the redemption of treasury bills, was $36,016 and $26,746 for the years ended December 31, 2025 and 2024.
Previous wording
Interest expense, net for the year ended December 31, 2024 was $292,195 and interest income, net for the year ended December 31, 2023 was $19,281. Interest expense increased as a result of debt financing obtained during the year with Altbanq. The outstanding obligations under the loan was paid in full as of December 31, 2024.
Current wording
Interest income, net for the year ended December 31, 2025 was $160,313. Interest expense, net for the year ended December 31, 2024 was $292,195. Interest expense increased in 2024 because of the debt financing obtained during the year with Altbanq. The outstanding obligation under the loan was paid in full as of December 31, 2024.
Previous wording
The Company reported a net loss of $11,242,404 and $2,465,439 in 2024 and 2023, respectively.
Current wording
The Company reported a net loss of $7,007,155 and $11,242,404 in 2025 and 2024, respectively.
Previous wording
The net cash used in operating activities for the year ended December 31, 2023 was $3,470,890 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, customer deposits and operating lease liability.
Current wording
The net cash used in operating activities for the year ended December 31, 2025 was $8,683,707, resulting primarily from net loss, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liabilities.
Previous wording
The net cash used in operating activities for the year ended December 31, 2024 was $5,295,714, resulting primarily from net loss, the impairment of intangible assets and the loss on investment of digital assets, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liability.
Current wording
The net cash used in operating activities for the year ended December 31, 2024 was $5,295,714, resulting primarily from net loss, the impairment of intangible assets and the loss on investment of digital assets, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liabilities.
Previous wording
The net cash used in investing activities for the year ended December 31, 2023 was $725,899 for the purchase of property and equipment offset with the net investments in marketable securities.
Current wording
The net cash used in investing activities for the year ended December 31, 2025 was $5,755,710 for the purchase of property and equipment, the purchase of intangible assets and intangible asset acquisition.
Previous wording
The net cash provided by financing activities for the year ended December 31, 2024 was $21,177,516, a result of the proceeds received from the registered direct offerings and net proceeds received from notes payable offset by the repayment of financing lease liabilities and notes payable.
Current wording
The net cash provided by financing activities for the year ended December 31, 2024 was $21,177,516, a result of the proceeds received from the registered direct offerings and net proceeds received from notes payable offset by the repayment of finance lease liabilities and notes payable.
Previous wording
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.
Current wording
As of December 31, 2025, we had cash and cash equivalents of $4,981,091, rights offering subscription proceeds in escrow of $6,704,304, working capital of $10,157,641 and an accumulated deficit of $28,019,282.
Previous wording
We intend to continue to finance our internal growth with cash on hand and cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. We believe that our cash provided from operations and cash on hand will provide enough working capital to fund our operations for the next twelve months.
Current wording
We intend to continue to finance our internal growth with cash on hand and cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. We believe that our cash provided from operations, cash on hand as of the date of this Report will provide enough working capital to fund our operations for the next twelve months.
Previous wording
The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.
Current wording
The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. During December 31, 2025 and 2024, there were no indicators of impairment.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products, cryogenic amplifiers and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets.
Current report — wording carried from elsewhere
The Massive MIMO, 64T64R ORAN, CAT B Radio Network is expected to become the company’s flagship product. With 16 Layers DL/ 8 Layers UL, CSI-RS and SRS beamforming capabilities and beam steering technology, this radio provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications, as demonstrated by the O-RAN compliance certificate issued by an OTIC center under the guidance of the O-RAN Alliance, promoting openness and interoperability in radio access networks.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
In accordance with ASC Topic 730, “Research and Development,” the Company expenses research and development costs as incurred. The major components of research and development costs include payroll, consultants, outside service, and supplies.
Previous report — wording carried elsewhere
Research and development costs for the years ended December 31, 2024 and 2023 were $3,590,695 and $2,341,845, respectively.