AmpliTech Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
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Item 15. Exhibit and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this Annual Report.
| 1. | Report of Independent Registered Public Accounting Firm (PCAOB ID 3627) |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-3 |
|---|---|
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| 2. | Financial Statement Schedules. All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required. |
Exhibits:
The exhibits required by Item 601 of Regulation S-K are listed below:
| Exhibit No. | Description |
| 3.1 | Amended and Restated Articles of Incorporation of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed on December 28, 2020) |
| 3.2 | Amended and Restated Bylaws of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed on December 28, 2020) |
| 3.3 | Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference to the Current Report on Form 8-K filed on December 28, 2020) |
| 3.4 | Certificate of Amendment, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed on February 19, 2021) |
| 3.5 | Certificate of Correction, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed on February 19, 2021) |
| 4.1* | Description of Capital Stock |
| 4.2 | Form of Warrant (incorporated by reference to the Current Report on Form 8-K filed on April 15, 2021) |
| 4.3 | Form of Transferable Series A Rights Certificate (Incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on October 30, 2025) |
| 4.4 | Form of Transferable Series B Rights Certificate (Incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on October 30, 2025) |
| 10.1#* | Amended and Restated 2020 Equity Incentive Plan, as amended |
| 10.2 | Asset Purchase Agreement dated November 19, 2021 (incorporated by reference to the Current Report on Form 8-K filed on November 19, 2021) |
| 10.3 | Business Loan and Security Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 29, 2024) |
| 10.4 | Licensing Product Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 1, 2024) |
| 10.5 | Equity Distribution Agreement (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on March 24, 2025) |
| 10.6 | Form of Asset Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2025) |
| 10.7 | Form of Amendment to Asset Purchase Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on May 15, 2025) |
| 10.8 | Bank Loan Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2025) |
| 10.9 | Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 31, 2025) |
| 10.10 | Equity Distribution Agreement dated July 22, 2025 ((incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on July 22, 2025) |
| 10.11 | Dealer-Manager Agreement (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on October 30, 2025) |
| 10.12 | Subscription Agent and Rights Agent Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 30, 2025) |
| 10.13 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 26, 2026) |
| 10.14 | Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 26, 2026) |
| 10.15 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 26, 2026) |
| 10.16# | Form of Director Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 26, 2026) |
| 10.17# | Executive Employment Agreement with Fawad Maqbool (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2026) |
| 10.18# | Executive Employment Agreement with Louisa Sanfratello (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2026) |
| 10.19# | Executive Employment Agreement with Jorge Flores incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 2, 2026) |
| 19.1 | Form of Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on March 31, 2025) |
| 21.1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed on August 13, 2012) |
| 23.1* | Consent of Sadler, Gibb & Associates, LLC |
| 31.1** | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer |
| 31.2** | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer |
| 32.1** | Section 1350 Certification of Principal Executive Officer |
| 32.2** | Section 1350 Certification of Principal Financial Officer |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 1, 2024) |
| 101. INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101. SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101. CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101. DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101. LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101. PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
*filed herewith
** furnished herewith
† Pursuant to item 601(b)(10)(iv) of Regulation S-K, certain information has been excluded because it is both not material and the type of information that the registrant treats as private or confidential.
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