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

See accompanying notes to the condensed consolidated financial statements

(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 and six months ended June 30, 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 six months ended June 30, 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 and six months ended:

(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 circuit packages and lids. The Company’s Chief Executive Officer (“CEO”) is the chief operating decision maker (“CODM”). The CODM assesses segment performance and allocates resources based on segment net income (loss), which is reported in the tables below. The CODM uses segment net income (loss) to evaluate each segment’s operating results, monitor budget-to-actual variances, and determine the allocation of capital, personnel, and research and development resources among the segments. 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 June 30, 2026:

The following table presents summary information by segment for the six months ended June 30, 2026:

(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 June 30, 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 June 30, 2026 and December 31, 2025 consisted of the following:

(6)Property and Equipment

Property and Equipment as of June 30, 2026 and December 31, 2025 consisted of the following:

Depreciation expense for the three months ended June 30, 2026 and 2025 was $121,389 and $104,525 respectively, of which $86,871 and $73,667, respectively were included in cost of goods sold.

Depreciation expense for the six months ended June 30, 2026 and 2025 was $233,690 and $199,352 respectively, of which $163,710 and $147,233, respectively were included in cost of goods sold.

(7)Intangible Assets

Intangible assets as of June 30, 2026 consisted of the following:

Amortization expense for the three months ended June 30, 2026 and 2025 was $420,082 and $151,633, respectively.

Amortization expense for the six months ended June 30, 2026 and 2025 was $840,163 and $178,866 respectively.

Estimated amortization expense for intangible assets for the next five years consists of the following as of June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025 consisted of the following:

During the six months ended June 30, 2026, the Company made additional advance payments totaling $1,611,432, consisting of $1,300,000 toward the dedicated production line, $106,412 toward the 5G technology campus, and $205,020 toward the development of the IoT sprayer. Security deposits were unchanged during the period.

(9)Leases

Operating leases and finance leases as of June 30, 2026 and December 31, 2025 consisted of the following:

The weighted average remaining lease term and weighted average discount rate on June 30, 2026 are as follows:

As of June 30, 2026, future minimum lease payments under operating lease liabilities were as follows:

As of June 30, 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 and second installment of 3,750 shares were issued on January 5, 2026 and April 5, 2026. The restricted stock units 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.

On April 20, 2026, the Company entered into a consulting agreement pursuant to which we agreed to issue 15,000 restricted stock units at an exercise price of $2.00. The restricted stock units were issued pursuant to the Company’s 2020 Plan.

During the six months ended June 30, 2026, employees exercised a total of 197,800 stock options at various exercise prices ranging from $1.02 to $3.88 per share, resulting in total proceeds of$561,808, of which $533,924 was received in cash and $27,884 is recorded as a subscription receivable in the condensed consolidated balance sheet as of June 30, 2026. In addition, during the six months ended June 30, 2026, a holder exercised 25,000 stock options in excess of the holder’s vested entitlement. The excess shares were subsequently cancelled by the Company’s transfer agent, and the related exercise proceeds of $43,125 are recorded as a refund payable in the condensed consolidated balance sheet as of June 30, 2026.

On June 9, 2026, the Company entered into a consulting agreement pursuant to which we agreed to issue an aggregate of 800,002 shares of common stock in installments as compensation for services pursuant to and subject to the terms of the consulting agreement. The initial 100,000 shares of common stock were issued in June 2026, andthe remaining balance of 700,002 shares of common stock will be issued in monthly installments of 77,778 commencing in October 2026 for continued services.

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, and the 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.

During the three months ended June 30, 2026, holders of Series A Rights exercised a portion of their Series A Rights in advance of the July 18, 2026 expiration date. Because the shares of common stock underlying the Series A Rights are not issued until the expiration date, the related subscription proceeds of $113,003 received as of June 30, 2026 are reflected as rights offering subscription proceeds in escrow, with a corresponding rights offering subscription liability, in the condensed consolidated balance sheet.

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 June 30, 2026, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remained 5,343,425 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 for the six months ended June 30, 2026:

Stock-based compensation expense related to stock options of $192,238 and $342,422 was recorded for the three and six months ended June 30, 2026. As of June 30, 2026, the remaining unrecognized compensation cost related to non-vested stock options is $2,017,943 and is expected to be recognized over 3.59 years. The outstanding stock options have a weighted-average remaining contractual life of 5.56 years and a total intrinsic value of $7,622,297.

Warrants

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.

The private placement warrants issued by the Company in April 2021 expired in accordance with their terms at 5:00 p.m. Eastern Time on April 16, 2026. Prior to expiration,1,900,500 warrants were outstanding, each exercisable for one 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 date automatically expired and are no longer exercisable or of any value.

Below is a table summarizing the changes in warrants outstanding for the six months ended June 30, 2026:

Stock-based compensation expense related to warrants of $0 was recorded for the three and six months ended June 30, 2026. As of June 30, 2026, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted-average remaining contractual life of 0.22 years and a total intrinsic value of $13,193,556.

Restricted Stock Units and Restricted Stock Awards

On January 5, 2026,15,000 restricted stock units (“RSUs”) 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 and second installments of 3,750 shares were issued on January 5, 2026 and April 5, 2026. These RSUs were issued pursuant to the Company’s 2020 Plan.

On January 30, 2026, the Company granted restricted stock awards (“RSAs”) to the officers of the Company for an aggregate of 150,000 shares of common stock (50,000 each) with a grant-date fair value of $3.04 per share, which vested immediately. These RSAs were issued pursuant to the Company’s 2020 Plan.

On April 20, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue 15,000 RSUs with a grant-date fair value of $2.00 per share, which vested immediately. These RSUs were issued pursuant to the Company’s 2020 Plan.

On June 9, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue an aggregate of 800,002 shares of common stock as compensation for services pursuant to and subject to the terms of the consulting agreement. The initial 100,000 shares of common stock were issued in June 2026 and vested immediately. The remaining 700,002 shares of common stock will be issued in nine equal monthly installments of 77,778 shares commencing in October 2026,subject to continued services. The aggregate grant-date fair value of the award was $5,472,014, based on the Company’s closing stock price of $6.84 per share on the grant date.

Below is a table summarizing the changes in RSUs and RSAs outstanding for the six months ended June 30, 2026:

Stock-based compensation expense related to RSUs and RSAs of $727,638 and $1,210,064 was recorded for the three and six months ended June 30, 2026. As of June 30, 2026, the remaining unrecognized compensation cost related to non-vested RSUs and RSAs is $4,802,700. The outstanding RSUs and RSAs have a weighted-average remaining contractual life of 0.94 years and an aggregate intrinsic value of $4,924,214.

Common Stock Equivalents

For the three and six months ended June 30, 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 June 30, 2026, the Company had 1,682,500 stock options,30,000 warrants,4,498,204 Series A Rights,4,498,204 Series B Rights, and 707,502 unvested RSUs and RSAs outstanding, representing 11,416,410 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. Under the Titan APA, the Company agreed to pay 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 third quarter of 2026, and is recorded as a $3,000,000 contingent liability in the condensed consolidated balance sheets at June 30, 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 June 30, 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

Vesting of RSU Installment

In connection with the 15,000 restricted stock units issued to a board advisor in January 2026, the third installment of 3,750 shares was issued on July 6, 2026. The restricted stock units were issued pursuant to the Company’s 2020 Plan.

Termination of Equity Distribution Agreement

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

Adoption of Stock Repurchase Program

On July 7, 2026, the Company announced that its Board of Directors has authorized a stock repurchase program under which the Company may repurchase up to $10 million of its 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. The Company may also enter into a trading plan under Rule 10b5-1. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion and will depend on a variety of factors, including market conditions, the trading price of the Company’s common stock, applicable legal and regulatory requirements, and other considerations. The program does not obligate the Company to acquire any particular number of shares, and it may be suspended, modified, or discontinued at any time without prior notice.

Closing of Series A Rights

On July 22, 2026, the Company 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 common stock of the Company 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. The Company 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 the Company’s 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.

Amendment No. 2 to Titan APA

On August 6, 2026, the Company 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 the Company, which has caused the Company substantial delays in developing its 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 the Company’s 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 restricted common stock of the Company based on the volume-weighted average price of the Company’s 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. The Company did not waive any rights or claims it may have against Titan or the Affiliate arising prior to the date of the Amendment.