Skip to main content

AmpliTech Group, Inc.

For the period ended Mar 31, 2026. Filed May 13, 2026.

View on SEC.gov

About this filing

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.

Mar 31, 2026 · Filed May 13, 2026

AMPG$2.31+4.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001493152-26-022715

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 76 previous paragraphs and 63 current paragraphs.

31 unchanged; 15 reworded; 16 added; 27 removed; 3 previous and 1 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 (16)

Current report

In October 2025, the Company commenced a rights offering (the “Rights Offering”) pursuant to which it distributed in the form of a dividend, at no charge, transferable unit subscription rights (the “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 (“Units”) at a subscription price of $4.00 per Unit (“Unit Subscription Price”). Each Unit consisted of one share of common stock, one Series A right to purchase one share of common stock (“Series A Right”), and one Series B right to purchase one share of common stock (“Series B Right” and, together with the Series A Right, collectively the “Series Rights”).

Current report

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.

Current report

On January 14, 2026, the Company closed on the Unit Subscription Rights (the “Closing”), 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 $8,063,498, after deducting fees and expenses of Moody Capital, as placement agent, and our other offering expenses.

Current report

On January 27, 2026, the Company closed a registered direct offering with five institutional investors, issuing 2,230,000 Units at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right to purchase one share of common stock at $5.00 per share (expiring July 18, 2026), and one Series B Right to purchase one share of common stock at $6.00 per share (expiring November 20, 2026), on substantially the same terms as the Series Rights issued in the rights offering described above. The Company received gross proceeds of $9,042,650 and net proceeds of $8,323,748 after deducting cash issuance costs of $718,902, consisting of a 6.0% placement-agent fee and other offering expenses (including up to $15,000 of accountable expense reimbursement to the placement agent).

Current report

The Series A Right and Series B Right were approved for listing on NASDAQ and commenced trading under the symbols “AMPGR” and “AMPGZ”, respectively, on February 3, 2026.

Current report

On February 19, 2026, the Company’s previously listed warrants (Nasdaq: AMPGW) expired in accordance with their original terms at 5:00 p.m. Eastern Time. Trading in the warrants ceased at the close of market on February 18, 2026, after which the warrants were removed from listing on Nasdaq. Prior to their expiration, there were a total of 1,366,442 warrants outstanding with each warrant granting the holder the right to purchase one share of common stock at $7.00 per share.

Current report

Sales increased from $3,599,099 for the three months ended March 31, 2025, to $5,349,446 for the three months ended March 31, 2026, an increase of $1,750,347 or approximately 48.63%. The majority of the sales increase can be attributed to rising demand for 5G products, which has been the key driver of overall growth. However, with heightened geopolitical tensions, the 5G rollout was delayed by global supply chain and logistic interruptions for the first quarter of 2026.

Current report

Cost of goods sold increased from $2,411,229 for the three months ended March 31, 2025, to $2,782,580 for the three months ended March 31, 2026, an increase of $371,351 or 15.40%. Overall, this increase is directly related to the increase in sales. As a result, gross profit was $1,187,870 for the three months ended March 31, 2025, compared to $2,566,866 for the three months ended March 31, 2026, an increase of $1,378,996, or 116.09%. Overall, gross profit as a percentage of sales increased to 47.98% from 33.00%. Gross margins increased compared to prior periods, reflecting a more favorable product mix in the manufacturing division and early benefits of scaling operations within its 5G segment. In addition, while distributions sales declined from the same time last year, gross profit improved.

Current report

Selling, general and administrative expenses increased to $3,682,928 for the three months ended March 31, 2026, from $2,338,215 for the first three months ended March 31, 2025, an increase of $1,344,713 or approximately 57.51%. Selling, general, and administrative (SG&A) expenses increased this quarter primarily due to higher costs at the parent company level, specifically, amortization expense, filing fees, legal, accounting and consulting fees, and stock compensation. The 5G division also exhibited at the MWC in Barcelona in March 2026, resulting in an increase in trade show expenses.

Current report

Research and development costs for the three-month ended March 31, 2026 and 2025 were $503,046 and $739,673, respectively, a decrease of $236,627 or 32.0%. Research and development expenses decreased this quarter primarily because several key products have successfully moved from the development phase into commercialization.

Current report

The net cash used in investing activities for the three months ended March 31, 2026, was $6,580,128 representing the net investment in marketable securities.

Current report

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.
Removed paragraphs (27)

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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 report

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 report

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 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.

Previous report

Other losses consist of $27,985 from foreign currency exchange rates.

Previous report

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 report

For the Nine Months Ended September 30, 2025 and September 30, 2024

Previous report

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 report

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 report

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 report

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 report

As a result of the fraudulent digital currency transactions previously disclosed, during the six months ended June 30, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets.

Previous report

Other income consists of $60,237 realized gain on foreign currency exchange rates.

Previous report

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 report

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 report

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.
Reworded paragraphs (15)

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) (“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.

Current wording

On March 26, 2025, we entered into an asset purchase agreement (as amended, “Titan APA”), with Titan Crest, LLC, a Delaware limited liability company (“Titan”), 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”).

Previous wording

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 cell phone handsets, laptops, server networks, and many other applications that improve everyday quality of life.

Current wording

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.

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 is progressing 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, 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.

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.amplitechgroup.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.amplitechinc.com. The information on our website is not a part of or incorporated in this report.

Previous 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.

Current wording

As a result of the above, the Company reported a loss from operations of $1,619,108 and $1,890,018 for the three months ended March 31, 2026, and 2025, respectively, a decrease of $270,910, or 14.33%.

Previous wording

Due to market fluctuations, the Company recorded a realized gain on investments of $28,001 for the three months ended September 30, 2025.

Current wording

Due to market fluctuations, the Company recorded an unrealized gain in investments of $37,964 for the three months ended March 31, 2026.

Previous 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.

Current wording

The Company recorded interest income, net of $59,437 and $49,497, respectively, for the three months ended March 31, 2026 and 2025.

Previous 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.

Current wording

The Company reported a net loss of $1,521,707 and $1,840,521 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $318,814, or 17.32%.

Previous 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.

Current wording

The net cash used in operating activities for the three months ended March 31, 2026, was $3,140,825 resulting primarily from the net loss and operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and long term deposits.

Previous 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.

Current wording

The net cash used in operating activities for the three months ended March 31, 2025, was $2,008,947 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.

Previous 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.

Current wording

The net cash used in investing activities for the three months ended March 31, 2025, was $361,045 for the purchase of equipment.

Previous 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.

Current wording

The net cash provided by financing activities for the three months ended March 31, 2026, was $9,843,439 resulting primarily from the net proceeds received from the rights offering and registered direct offering.

Previous 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.

Current wording

The net cash used in financing activities for the three months ended March 31, 2025, was $3,791 resulting primarily from the repayments of financing lease obligations.

Previous 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.

Current wording

As of March 31, 2026, we maintain cash and cash equivalents of $11,807,881. 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 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.

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 three month period ended March 31, 2026, 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, 2025.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

As of March 31, 2026, we had cash and cash equivalents of $11,807,881, working capital of $25,381,638 and an accumulated deficit of $29,540,989.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Cost of Goods Sold and Gross Profit

Previous report — wording carried elsewhere

Research and development expenditures are charged to operations as incurred. The major components of research and development costs include salaries and benefits, consultants, outside service, and supplies.

Previous report — wording carried elsewhere

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.