AmpliTech Group, Inc.

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

(1) Basis of Presentation and Other Information

The accompanying unaudited condensed consolidated financial statements of AmpliTech Group, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by U.S. GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2026. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. This guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed, and the software will be used for its intended function. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

**(2)Disaggregation of Revenues **

The following table presents sales disaggregated based on geographic regions and for the three months ended:

Total sales for the three months ended March 31, 2026 and 2025 were $5,349,446 and $3,599,099, respectively.

(3)Segment Reporting

The Company operates intwo reportable segments: the manufacturing and engineering segment, which is operated by AmpliTech Inc. and Specialty Microwave: and the distribution segment, which is operated by Spectrum. The manufacturing and engineering segment assembles microwave components, and the distribution segment is a global distributor of integrated circuits packages and lids. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate” below and include costs associated with executive management, financing activities and public company compliance.

The following table presents summary information by segment for the three months ended March 31, 2026:

The following table presents summary information by segment for the three months ended March 31, 2025:

(4)Marketable Securities

The Company’s investments in marketable securities consist of money market funds and U.S. treasury bills, which are stated at fair value with realized and unrealized gains and losses recognized in other income (expense). Realized and unrealized gains and losses are determined using the specific identification method.

Marketable securities as of March 31, 2026 consisted of the following:

(5)Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value) and are reduced by an inventory reserve for items determined to be slow-moving or obsolete. Inventories as of March 31, 2026 and December 31, 2025 consisted of the following:

(6)Property and Equipment

Property and Equipmentas of March 31, 2026 and December 31, 2025 consisted of the following:

Depreciation expense for the three months ended March 31, 2026 and 2025 was $112,302 and $94,827 respectively, of which $76,838 and $73,566, respectively were included in cost of goods sold.

(7)Intangible Assets

Intangible assets as of March 31, 2026 consisted of the following:

Amortization expense for the three months ended March 31, 2026 and 2025 was $420,082 and $27,233, respectively.

Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2026:

(8)Long-Term Deposits

Long-term deposits represent advance payments made by the Company in connection with the establishment of dedicated production capacity, the development of the Company’s 5G technology campus, the development of the Company’s first consumer product (an Internet of Things (“IoT”) sprayer that uses sensors, software, and internet connectivity to automate spraying for disinfecting and deodorizing applications), and security deposits associated with the Company’s facility leases. None of the production line, 5G campus, or IoT sprayer development assets are operational as of March 31, 2026. The deposits will be reclassified to property and equipment, intangible assets, or other appropriate asset categories upon completion and acceptance of the underlying assets and commencement of operations.

Long-term deposits as of March 31, 2026 and December 31, 2025 consisted of the following:

During the three months ended March 31, 2026, the Company made additional advance payments totaling $796,411, consisting of $500,000 toward the dedicated production line, $106,411 toward the 5G technology campus, and $190,000 toward the development of the IoT sprayer. Security deposits were unchanged during the period.

(9)Leases

Operating leases and finance leases as of March 31, 2026 and December 31, 2025 consisted of the following:

The weighted-average remaining lease term and weighted-average discount rates as of March 31, 2026 consisted of the following:

As of March 31, 2026, future minimum lease payments under operating lease liabilities were as follows:

As of March 31, 2026, future minimum lease payments under finance leases were as follows:

(10)Stockholders’ Equity

Common Stock

On January 5, 2026,15,000 restricted stock units at an exercise price of $3.65 were issued to a board advisor, vesting in equal quarterly installments of 3,750 shares beginning on the grant date. The first installment of 3,750 shares was issued on January 5, 2026. The restricted stock unites were granted under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”).

On January 30, 2026, the Company granted restricted stock awards under the 2020 Plan to the officers of the Company for an aggregate of 150,000 shares of common stock (50,000 each) valued at $456,000. These restricted stock awards vested immediately.

Rights Offering

On January 14, 2026, the Company closed on a rights offering of transferable Unit Subscription Rights that had been distributed to eligible holders of the Company’s common stock and certain warrant holders as of the November 10, 2025 record date. The Unit Subscription Rights expired on January 9, 2026, andthe Company received aggregate gross proceeds of $9,072,816 from 1,247,086 basic subscriptions and 1,021,118 over-subscriptions. As a result of the closing, the Company issued 2,268,204 Units, 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).

Of the gross proceeds, $6,704,304 had been received in escrow during 2025 and was reflected as rights offering proceeds held in escrow with a corresponding subscription liability in the consolidated balance sheet at December 31, 2025; the remaining $2,368,512 was received during the three months ended March 31, 2026. Total cash issuance costs of $1,009,318 (consisting of placement-agent fees and other offering expenses) were incurred, of which $164,807 had been paid in 2025 and capitalized as deferred offering costs at December 31, 2025. Net proceeds from the rights offering were $8,063,498.

The Series A Rights and Series B Rights commenced trading on the Nasdaq Stock Market under the symbols “AMPGR” and “AMPGZ,” respectively, on February 3, 2026.

The Company evaluated the Unit Subscription Rights, Series A Rights, and Series B Rights as freestanding equity instruments under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Derivatives and Hedging—Contracts in an Entity’s Own Equity,” and determined that all instruments qualify for equity classification. Accordingly, the gross proceeds were recorded to stockholders’ equity.

In connection with the Rights Offering, the Company determined that a bonus element existed under ASC 260 “Earnings Per Share,” because the implied subscription price attributable to the common stock component of the $4.00 Unit price, after deducting the fair values of the Series A Right and Series B Right as of November 6, 2025, the last trading day prior to the November 7, 2025 ex-dividend date, was below the market price of the Company’s common stock on that date. Accordingly, the weighted-average common shares outstanding for all periods presented prior to the ex-dividend date have been retroactively adjusted by a factor of 1.03 in accordance with ASC 260-10-55-14.

Registered Direct Offering

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).

Consistent with the conclusion reached in connection with the rights offering described above, the Company evaluated the common stock, the Series A Rights, and the Series B Rights as freestanding equity instruments under ASC 480 and ASC 815-40 and concluded that all instruments qualify for equity classification. Accordingly, the gross proceeds were recorded to stockholders’ equity.

2020 Equity Incentive Plan

The 2020 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards as the Board of Directors may determine.

As of March 31, 2026, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remained 2,657,575 shares of common stock available for future issuance under the 2020 Plan.

Stock Options

On January 30, 2026, as per the terms of the employment agreements, the Company granted the officers stock options to purchase 200,000 shares of common stock each according to the Company’s 2020 Plan. The options shall be subject to service-based vesting with twenty-five percent (25%) of the shares underlying the option vesting on the first anniversary of the date of grant and the remaining seventy-five percent (75%) vesting in thirty-six (36) equal monthly installments if the executive remains in continuous employment or service with the Company on each applicable vesting date. The Company has calculated these options estimated fair market value at $1,644,300 using the Black-Scholes model, with the following assumptions: expected term of 7.01 years, stock price of $3.04, exercise price of $3.04, volatility of 119.5%, risk-free rate of 4.01%, and no forfeiture rate.

On March 30, 2026, the Company granted multiple employees ten-year stock options to purchase 64,800 shares of common stock according to the Company’s 2020 Plan, that shall vest quarterly over a period of two years commencing on June 30, 2026. The stock options have an exercise price of $1.76 per share. The Company has calculated these options estimate fair market value at $98,500 using the Black-Scholes model, with the following assumptions: expected term of 6.01 years, stock price of $1.76, exercise price of $1.76, volatility of 116.2%, risk-free rate of 4.07%, and no forfeiture rate.

Below is a table summarizing the changes in stock options outstanding during the three months ended March 31, 2026:

Stock-based compensation expense related to stock options of $150,184 and $117,431 was recorded for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the remaining unrecognized compensation cost related to non-vested stock options is $2,212,686 and is expected to be recognized over 2.00 years. The outstanding stock options have a weighted-average remaining contractual life of 5.50 years and a total intrinsic value of $92,872.

Warrants and Series Rights

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.

Below is a table summarizing the changes in warrants and Series Rights outstanding during the three months ended March 31, 2026:

Stock-based compensation expense related to warrants of $0 was recorded for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted-average remaining contractual life of 0.40 years and a total intrinsic value of $0.

Restricted Stock Units

On January 5, 2026,15,000 restricted stock units with a grant date fair value of $3.65 per share were issued to a board advisor, vesting in equal quarterly installments of 3,750 shares beginning on the grant date. The first installment of 3,750 shares was issued on January 5, 2026. The restricted stock units were issued pursuant to the Company’s 2020 Plan.

On January 30, 2026, the Company granted restricted stock awards under the Company’s 2020 Plan to the officers of the Company for an aggregate of 150,000 shares of common stock (50,000 each) valued at $456,000. These restricted stock awards vested immediately.

Below is a table summarizing the changes in restricted stock units outstanding for the three months ended March 31, 2026:

Stock-based compensation expense related to restricted stock units of $482,426 and $7,655 was recorded for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the remaining unrecognized compensation cost related to non-vested restricted stock units is $28,324. The outstanding restricted stock units have a weighted-average remaining contractual life of 0.52 years and an aggregate intrinsic value of $21,375 based on the Company’s closing stock price of $1.90 per share on March 31, 2026.

Common Stock Equivalents

For the three months ended March 31, 2026, all potential common shares were excluded from the diluted loss per share calculation as their effect would be antidilutive due to the Company’s net loss position. As of March 31, 2026, the Company had 1,918,800 stock options,1,930,500 warrants,4,498,204 Series A Rights,4,498,204 Series B Rights, and 11,250 unvested RSUs outstanding, representing 12,856,958 potential common shares excluded from the diluted loss per share calculation.

(11)Commitments and Contingencies

Contingent Liability – Intangible Asset Acquisition

On March 26, 2025, the Company entered into an asset purchase agreement (the “Titan APA”) to acquire intellectual property and other assets used in developing, manufacturing, marketing, and selling 5G ORAN radio products, subject to certain customer purchase order conditions. The aggregate purchase price is $8,000,000, consisting of $4,000,000 in cash and $4,000,000 in restricted shares of common stock, payable across two milestones.

Upon achievement of the First Milestone in April 2025, the Company paid $3,500,000 in cash and issued 914,635 shares of restricted common stock to Titan with a fair value of $1,710,367. The remaining $500,000 in cash and $2,500,000 in restricted shares of common stock will be paid upon achievement of the Second Milestone, which is expected to occur in the second or third quarter of 2026, and is recorded as a $3,000,000 contingent liability in the condensed consolidated balance sheets at March 31, 2026 and December 31, 2025.

Under the Titan APA, the parties have customary indemnification obligations, and Titan and its affiliate have agreed not to engage in certain competitive activities for a period of ten years following the closing.

Legal Proceedings

From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. As of March 31, 2026, the Company was not a party to any legal proceedings the outcome of which, individually or in the aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

(12)Subsequent Events

In connection with the 15,000 restricted stock units issued to a board advisor in January 2026, the second installment of 3,750 shares was issued on April 5, 2026. The restricted stock units were issued pursuant to the Company’s 2020 Plan.

On April 16, 2026, the warrants issued in connection with the Company’s April 2021 private placement of common stock and warrants expired in accordance with their terms. Prior to expiration,1,900,500 warrants were outstanding, each exercisable forone share of the Company’s common stock at an exercise price of $8.48 per share. In accordance with the terms of the warrants, any warrants that remained unexercised as of the expiration time automatically expired and are no longer exercisable or of any value.