AmpliTech Group, Inc.

Current report

Termination of ATM Offering

Current report

On July 7, 2026, we provided notice to Maxim Group LLC (“Maxim”), as Agent, that we were terminating the Equity Distribution Agreement dated March 21, 2025, between us and Maxim effective immediately.

Current report

Adoption of Stock Repurchase Program

Current report

On July 7, 2026, we announced that our Board of Directors has authorized a stock repurchase program under which we may repurchase up to $10 million of our outstanding common stock over the next 24 months. Under the program, repurchases may be made from time to time through open market purchases, privately negotiated transactions, block trades, or other means in accordance with applicable federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also enter into a trading plan under Rule 10b5-1. The timing, manner, price, and amount of any repurchases will be determined by us at our discretion and will depend on a variety of factors, including market conditions, the trading price of our common stock, applicable legal and regulatory requirements, and other considerations. The program does not obligate us to acquire any particular number of shares, and it may be suspended, modified, or discontinued at any time without prior notice.

Current report

Closing of Series A Rights

Current report

On July 22, 2026, we closed on the Series A Rights (the “Closing”), which expired on July 18, 2026. Each Series A Right entitled the holder to purchase one share of our common stock at an exercise price of $5.00 per share. Of the 4,498,204 Series A Rights outstanding, 4,384,163 were exercised and 114,041 expired unexercised and were automatically cancelled. We received approximately $21,920,815 in gross proceeds from the exercise of the Series A Rights and issued 4,384,163 shares of common stock. Gross proceeds include $113,003 received and held in escrow as of June 30, 2026, at which date a corresponding rights offering subscription liability was recorded. Net proceeds from the Closing were approximately $20,121,994 after deducting fees and expenses of Moody Capital, as placement agent, and our other offering expenses. The Series A Rights ceased trading on Nasdaq following their expiration. The Series B Rights, exercisable at $6.00 per share, remain outstanding and continue to trade on Nasdaq under the symbol “AMPGZ” until their expiration on November 20, 2026.

Current report

Amendment No. 2 to Titan APA

Current report

On August 6, 2026, we entered into Amendment No. 2 to the Titan APA (the “Amendment”) with Titan and Titan’s affiliate (the “Affiliate”). The Amendment was entered into as a result of Titan’s and the Affiliate’s substantial delinquency in timely delivering products to us, which has caused us substantial delays in developing our products, including the delivery of documentation and drawing packages for the 5G ORAN radio products. Pursuant to the Amendment, the parties agreed, among other things, to (i) decrease the aggregate purchase price from $8,000,000 to $7,000,000 and (ii) amend the form of payment of the remaining purchase price. Subject to the transfer of the fully developed design package for the 5G ORAN radio technology (the “Transfer”) and acknowledgment by our manufacturing partner that the documentation and drawing package is suitable for full production purposes, the remaining unpaid purchase price of $2,000,000 will be paid as follows: (i) $1,000,000 in cash and (ii) $1,000,000 in our restricted common stock based on the volume-weighted average price of our common stock over the thirty (30) trading days preceding the date of the Transfer. Pursuant to the Amendment, Titan was released from substantially all of its remaining covenants and indemnification obligations under the Titan APA, and the Affiliate assumed such obligations. We did not waive any rights or claims we may have against Titan or the Affiliate arising prior to the date of the Amendment.

Current report

Sales decreased from $11,025,927 for the three months ended June 30, 2025, to $8,070,379 for the three months ended June 30, 2026, a decrease of $2,955,548 or approximately 26.81%. Distribution sales increased to $4,061,722 from $1,707,471 in the same period in the prior year, representing a significant year-over-year increase of $2,354,251. The growth was primarily attributable to higher sales volumes through distribution channels and continued expansion of the distribution business. The year-over-year decrease in 5G sales is primarily attributable to the acquired revenue recognized in the same period in the prior year related to the fulfillment of sales orders obtained through the Titan asset acquisition. Sales in the amplifier and related passive microwave components and subsystems division increased by $328,260 or 42.68%.

Current report

Cost of goods sold decreased from $10,163,048 for the three months ended June 30, 2025, to $5,816,367 for the three months ended June 30, 2026, a decrease of $4,346,681 or 42.77%. Cost of goods sold decreased compared to the same period in the prior year primarily due to lower sales volumes. The same period in the prior year included the fulfillment of acquired 5G product sales resulting from the asset acquisition, which increased both sales and the related cost of goods sold. Gross profit for the three months ended June 30, 2025 was $862,879 compared to $2,254,012 for the three months ended June 30, 2026, an increase of $1,391,133, or 161.22 %. Gross profit as a percentage of sales increased to 27.93% from 7.83%.

Current report

Selling, general and administrative expenses increased to $4,075,527 for the three months ended June 30, 2026, from $2,129,143 for the three months ended June 30, 2025, an increase of $1,946,384, or approximately 91.42%. The increase was primarily attributable to higher parent company expenses, including increased amortization expense, legal fees and stock-based compensation. Selling, general and administrative expenses also increased as a result of greater investments in marketing and business development activities, including participation in additional industry trade shows such as the IMS and Network X trade shows, as well as expanded promotional initiatives designed to enhance brand awareness, strengthen customer engagement, and support business growth. The increase also reflects the engagement of two consultants to expand marketing and business development efforts for the Company’s 5G product portfolio.

Current report

Research and development expenses increased to $1,374,405 for the three months ended June 30, 2026, from $658,795 for the three months ended June 30, 2025, an increase of $715,610, or approximately 108.62%. The increase was primarily attributable to expanded 5G product development activities, including higher prototype and testing costs, as well as increased consulting expenses to support ongoing product innovation and development efforts.

Current report

Other income consists of $88,222 of realized gain on foreign currency exchange rates for the three months ended June 30, 2025.

Current report

Due to market fluctuations, the Company recorded an unrealized loss on investments of $13,363 for the three months ended June 30, 2026 and $62,499 and $36,019 of realized gains on investments for the three months ended June 30, 2026 and 2025, respectively.

Current report

For the Six Months Ended June 30, 2026 and June 30, 2025

Current report

Revenues

Current report

Sales decreased to $13,419,825 for the six months ended June 30, 2026, from $14,625,026 for the six months ended June 30, 2025, a decrease of $1,205,201, or approximately 8.24%. The decrease was primarily attributable to lower 5G product sales, as the same period in the prior year included revenue generated from the Titan asset acquisition, which contributed to incremental sales that did not recur in the current period, offset by the increase in Spectrum sales.

Current report

Cost of goods sold decreased to $8,598,947 for the six months ended June 30, 2026, from $12,574,277 for the six months ended June 30, 2025, a decrease of $3,975,330, or approximately 31.61%. The decrease was primarily attributable to lower sales volumes. The same period in the prior year included the fulfillment of acquired 5G product sales resulting from the asset acquisition, which increased both sales and the related cost of goods sold. Gross profit increased to $4,820,878 for the six months ended June 30, 2026, from $2,050,749 for the six months ended June 30, 2025, an increase of $2,770,129, or approximately 135.08%. Gross profit as a percentage of sales increased to approximately 35.92% for the six months ended June 30, 2026, from approximately 14.02% for the comparable same period in the prior year. The improvement in gross margin was primarily attributable to a more favorable product mix and the absence of the lower-margin acquired 5G product sales that were included in the same period in the prior year.

Current report

Selling, General and Administrative Expenses

Current report

Selling, general and administrative expenses increased to $7,758,455 for the six months ended June 30, 2026, from $4,467,358 for the six months ended June 30, 2025, an increase of $3,291,097, or approximately 73.67%. The increase was primarily attributable to higher parent company expenses, including increased amortization expense, legal fees and stock-based compensation. Selling, general and administrative expenses also increased due to greater investments in marketing and business development activities, including participation in additional industry trade shows such as IMS, MWC and Network X trade shows, expanded promotional initiatives to enhance brand awareness and customer engagement, and the engagement of two consultants to support the marketing and business development of the Company’s 5G product portfolio.

Current report

Research and Development Expenses

Current report

Research and development costs for the six months ended June 30, 2026, and 2025, were $1,877,451 and $1,398,468, respectively, an increase of $478,983, or 34.25%. The increase was primarily attributable to continued investment in 5G product development, including higher prototype and testing costs and increased consulting expenses to support ongoing research, product innovation, and development activities.

Current report

Loss From Operations

Current report

Other Income (Expenses)

Current report

Other income consists of $88,222 of realized gain on foreign currency exchange rates for the six months ended June 30, 2025.

Current report

The Company recorded interest income, net of $117,709 and $78,690 for the six months ended June 30, 2026 and 2025, respectively.

Current report

Net Loss

Current report

The Company reported a net loss of $4,610,219 and $3,612,146 for the six months ended June 30, 2026 and 2025, respectively.

Previous report

Rights Offering

Previous 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”).

Previous 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.

Previous 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.

Previous report

Registered Direct Offering

Previous 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).

Previous report

Listing of Series A Rights and Series B Rights on NASDAQ

Previous 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.

Previous report

Expiration of Previously Listed Warrants (AMPGW) on NASDAQ

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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 — wording carried from elsewhere

Cost of Goods Sold and Gross Profit

Current report — wording carried from 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.

Current report — wording carried from elsewhere

As a result of the above, the Company reported a loss from operations of $4,815,028 and $3,815,077 for the six months ended June 30, 2026, and 2025, respectively.