AmpliTech Group, Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
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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, 2025 · Filed May 15, 2025
AMPG$2.31+4.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-045943
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010523
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 72 previous paragraphs and 69 current paragraphs.
33 unchanged; 18 reworded; 17 added; 19 removed; 2 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 (17)
Current report
Recent Developments
Current report
ATM Offering
Current report
On March 21, 2025, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with Maxim Group LLC , or Maxim, relating to offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Maxim, acting as our exclusive sales agent, in an “At-the-Market Offering” at our discretion.
Current report
Asset Purchase Agreement
Current report
On March 26, 2025, the Company entered into an asset purchase agreement 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”) (as amended by that certain amendment to asset purchase agreement dated April 15, 2025, the “APA”). The closing of the transactions and the payment of the purchase price contemplated by the APA is conditioned upon certain conditions, including but not limited to (i) the issue of a purchase order (“Initial Purchase Order”) from a third party customer (“Third Party Customer”) for fiscal year delivery to the Company, (ii) a purchase order between the Company and Titan or its affiliate pursuant to which Titan will assist in manufacturing the products to be sold to the Third Party Customer to meet its purchase order, and (iii) receipt of correspondence from Third Party Customer to the Company, indicating Third Party Customer’ intention to issue purchase orders (including such Third Party Customer’s initial purchase order) which purchase orders will be spread out over 3 years (“ Subsequent Purchase Orders”).
Current report
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, upon the procurement of the Initial Purchase Order and receipt of assurance of the Subsequent Purchase Orders (the “First Milestone”). 914,635 shares of restricted common stock at $1.64 per share, which is based on the volume weighted average price of the Company’s common stock over the preceding thirty (30) trading days from the date the First Milestone was achieved. 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 is expected to be achieved towards the end of the year.
Current report
In addition, under the APA, the parties are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims. Further, Titan and its affiliate, jointly and severally, agreed for a period of 10 years not to engage in certain competitive activities with respect to the business or proposed business relating to the assets sold to the Company. In addition, the APA contemplates that after the closing, the Company and Titan will enter short-term transition services agreements for up to two of the Titan’s employees to provide Company assistance in the assignment and transfer of the purchased assets from Titan to the Company for a fee not to exceed $430,000.
Current report
In connection with the transaction, Titan’s affiliate agreed to transfer all of its rights, title and interest in 5G ORAN radio products technology and intellectual property rights to Titan. Subsequent to the transaction, Titan’s affiliate will continue its business and retain its employees focusing on software solutions and services.
Current report
Revolving Line of Credit
Current report
On March 25, 2025, the Company entered into a Bank Loan Agreement (the “Loan Agreement”) with Dime Community Bank (the “Bank”) for a revolving line of credit for up to $750,000 (the “Revolving Line of Credit”). The Company has established the Revolving Line of Credit for general working purposes and uses, as needed. The term of the Loan Agreement expires once all indebtedness under the Revolving Line of Credit has been paid in full, or until such time as the Bank and the Company agree in writing to terminate the Loan Agreement. In addition to interest, the Company agreed to pay an annual fee of $500.00 on the anniversary date of each year the Loan Agreement is in effect, subject to change by the Bank with notice. Pursuant to an Assignment of Deposit Agreement dated March 25, 2025 between us and the Bank, the Revolving Line of Credit is secured by a demand deposit account with the Bank which requires us to have a balance no less than $814,635.
Current report
The Revolving Line of Credit is evidenced by a promissory note, which is due on demand, or if there is no demand, then on March 1, 2026, unless extended, modified or renewed (the “Note”). The Company has agreed to pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 1, 2025, with all subsequent interest payments to be due on the same day of each month thereafter. The Note bears a variable interest rate based on changes in the Wall Street Journal Prime Rate as published in the Wall Street Journal from time to time, plus 1.000%, provided however, under no circumstances will the interest rate be less than 6.250% per annum or more than the maximum rate allowed by applicable law. Late payment is subject to a fee of 5.000% of the regularly scheduled payment. In the event of default, the Note bears an interest at a rate per annum equal to 5.000% above the rate that is otherwise applicable to such amounts. As of the March 31, 2025, the outstanding balance on the Revolving Line of Credit was $0.
Current report
Among other things, the Loan Agreement contains customary representations and warranties, events of default, negative and affirmative covenants and financial covenants, and certain limitations on dispositions of assets. The Loan Agreement also contains usual and customary events of default (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts payable under the Note may be accelerated at the Bank’s option and/or the Bank’s commitment and obligations will terminate without notice to the Company.
Current report
Letter of Intent
Current report
On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. If fulfilled, deliveries of the order are expected to start in FY2025 and will substantially increase each year thereafter into 2027. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. No assurance can be given that the Company will enter into any purchase orders for the total amount of $78 million, however, to date the Company has received $810,000 in purchase orders.
Current report
Sales increased from $2,293,331 for the three months ended March 31, 2024, to $3,599,099 for the three months ended March 31, 2025, an increase of $1,305,768 or approximately 56.94%. Sales in the amplifier and related passive microwave components and subsystems division decreased by $55,331, or 5.32%. 5G sales were approximately $75,000. Spectrum sales increased by $1,361,099, or 108.67%, an increase attributable to a rebound in the Asian markets.
Current report
Selling, general and administrative expenses increased to $2,338,215 for the three months ended March 31, 2025, from $2,033,747 for the first three months ended March 31, 2024, an increase of $304,468 or approximately 14.97%. This increase is primarily due to the increase in trade show expense as the 5G division exhibited at the MWC in Barcelona, an increase in legal expenses and consulting services related to the valuation of our intellectual property.
Current report
Research and development costs for the three months ended March 31, 2025, and 2024, were $739,673 and $276,755, respectively, an increase of $462,918, or 167.27%, mainly attributable to the completion of our MIMO 64T64R Oran Cat B radio network and low-noise block down converter units, also known as LNB’s.
Removed paragraphs (19)
Previous report
Sales decreased from $3,387,169 for the three months ended September 30, 2023, to $2,834,512 for the three months ended September 30, 2024, a decrease of $552,657 or approximately 16.32%. Sales in the amplifier and related passive microwave components and subsystems division decreased by $819,124, or 51.81%, while Spectrum sales increased by $266,467, or 14.75%. Overall, this decline is attributable to a decrease in sales from both domestic and international customers because of global economic uncertainty. The global recession and adverse market conditions are affecting our business in terms of lost revenue.
Previous report
Selling, general and administrative expenses decreased to $1,864,245 for the three months ended September 30, 2024, from $1,984,452 for the three months ended September 30, 2023, a decrease of $120,207 or approximately 6.06%, as a result in the decrease in salaries, office expense and IR/PR, offset against the increase in legal and accounting expenses.
Previous report
Research and development costs for the three months ended September 30, 2024, and 2023, were $572,422 and $425,573 respectively, an increase of $146,849, or 34.51%, resulting from an increase in rent, moving expenses and software licensing.
Previous report
For the Nine Months Ended September 30, 2024 and September 30, 2023
Previous report
Revenues
Previous report
Sales decreased from $11,572,699 for the nine months ended September 30, 2023, to $7,655,285 for the nine months ended September 30, 2024, a decrease of $3,917,414 or approximately 33.85%. Sales in the amplifier and related passive microwave components and subsystems division decreased by $2,000,769, or 43.82%. Spectrum sales decreased by $1,916,645, or 27.35%. This decrease in sales is attributable to the decrease in global demand and recessionary market dynamics affecting most of our customers across all divisions and product lines.
Previous report
Cost of Goods Sold decreased from $6,305,928 for the nine months ended September 30, 2023, to $4,367,639 for the nine months ended September 30, 2024, a decrease of $1,938,289 or 30.74%. Overall, this decrease is directly related to the decline in sales. As a result, gross profit was $3,287,646 for the nine months ended September 30, 2024, compared to $5,266,771 for the nine months ended September 30, 2023, a decrease of $1,979,125 or 37.58%. Overall, gross profit as a percentage of sales decreased from 45.51% to 42.95%, or 2.56%.
Previous report
Selling, General and Administrative Expenses
Previous report
Selling, general and administrative expenses increased to $6,063,047 for the nine months ended September 30, 2024, from $5,677,778 for the nine months ended September 30, 2023, an increase of $385,269 or approximately 6.79%. This increase represents primarily an increase in legal, consulting and accounting fees, offset against the decrease in trade show expenses, employee benefits and IR/PR.
Previous report
Research and Development Expenses
Previous report
Research and development costs for the nine months ended September 30, 2024, and 2023, were $1,309,299 and $1,643,458, respectively, a decrease of $344,159 or 20.33%, resulting from a decrease in consulting/foundry expenses as the major MMIC development efforts have been completed offset against an increase in rent, moving expenses and software licensing.
Previous report
Loss From Operations
Previous report
As a result of the above, the Company reported a loss from operations of $4,084,700 and $2,054,465 for the nine months ended September 30, 2024 and 2023, respectively, an increase of $2,030,235, or 98.82%.
Previous report
Other Income (Expenses)
Previous report
The Company recorded net interest expense of $113,472 and net interest income of $20,335 for the nine months ended September 30, 2024 and 2023, an increase of $133,807, or 658.01%. Interest expense increased as a result of the debt financing obtained during the quarter.
Previous report
Due to market fluctuations, the Company recorded a realized gain on investments of $25,965 and $49,994 for the nine months ended September 30, 2024 and 2023, respectively. In addition, the Company recorded an unrealized gain on investments of $41,700 for the nine months ended September 30, 2023.
Previous report
Net Loss
Previous report
The Company reported a net loss of $7,421,118 and $1,942,436 for the nine months ended September 30, 2024 and 2023, respectively, an increase of $5,478,682, or 282.05%.
Previous report
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 stock and notes payable, offset with the repayments of notes payable and financing lease liabilities.
Reworded paragraphs (18)
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 cellphone 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 cell phone handsets, laptops, server networks, and many other applications that improve everyday quality of life.
Previous wording
As a result of the fraudulent digital currency transactions noted above, the Company was a victim of a cyber phishing scam that defrauded the Company. During the nine months ended September 30, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911. As of September 30, 2024, the remaining balance of digital assets was $0.
Current wording
As a result of the fraudulent digital currency transactions noted above, the Company was a victim of a cyber phishing scam that defrauded the Company. During the three months ended March 31, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911. As of March 31, 2025, the remaining balance of digital assets was $0.
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.amplitechinc.com. The information on our website is not a part of, or incorporated in, this prospectus.
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
Cost of goods sold decreased from $1,904,388 for the three months ended September 30, 2023, to $1,486,583 for the three months ended September 30, 2024, a decrease of $417,805 or 21.94%. Overall, this decrease is directly related to the decline in sales. As a result, gross profit was $1,347,929 for the three months ended September 30, 2024, compared to $1,482,781 for the three months ended September 30, 2023, a decrease of $134,852, or 9.10%. Overall, the Company maintained a healthy gross profit margin as a percentage of sales of 47.55% as compared to 43.78% for the three months ended September 30, 2023, an increase of 3.78%, amid inflationary pressures.
Current wording
Cost of goods sold increased from $1,410,701 for the three months ended March 31, 2024, to $2,411,229 for the three months ended March 31, 2025, an increase of $1,000,528 or 70.92%. Overall, this increase is directly related to the increase in sales. As a result, gross profit was $882,630 for the three months ended March 31, 2024, compared to $1,187,870 for the three months ended March 31, 2025, an increase of $305,240, or 34.58%. Overall, gross profit as a percentage of sales decreased to 33.00% from 38.49%, representing a shift in the sales mix away from our higher gross margin products, specifically for the Specialty and Spectrum divisions, while maintaining fixed production and overhead costs.
Previous wording
As a result of the above, the Company reported a loss from operations of $1,088,738 and $927,244 for the three months ended September 30, 2024, and 2023, respectively, an increase of $161,494 or 17.42%.
Current wording
As a result of the above, the Company reported a loss from operations of $1,890,018 and $1,427,872 for the three months ended March 31, 2025, and 2024, respectively.
Previous wording
As a result of the fraudulent digital currency transactions noted above, during the nine months ended September 30, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets.
Current wording
As a result of the fraudulent digital current transactions noted above, during the three months ended March 31, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets.
Previous wording
Due to market fluctuations, the Company recorded an unrealized gain on investments of $4,098 and a realized gain on investments of $36,187 for the three months ended September 30, 2023.
Current wording
Due to market fluctuations, the Company recorded a realized gain on investments of $25,965 for the three months ended March 31, 2024.
Previous wording
The Company recorded interest expense, net of $100,945 and $750 for the three months ended September 30, 2024, and 2023, respectively, an increase of $100,195 because of the debt financing obtained during the quarter.
Current wording
The Company recorded interest income, net of $49,497 and interest expense, net of $4,343 for the three months ended March 31, 2025, and 2024, respectively.
Previous wording
The Company reported a net loss of $1,189,683 and $887,709 for the three months ended September 30, 2024 and 2023, an increase of $301,974, or 34.02%.
Current wording
The Company reported a net loss of $1,840,521 and $4,655,161 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
The net cash used in operating activities for the nine months ended September 30, 2023 was $1,766,090 resulting primarily from the net loss and operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, operating lease liability 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 operating activities for the nine months ended September 30, 2024, was $4,128,869 resulting primarily from the net loss 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, 2024, was $1,076,864 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses customer deposits and operating lease obligations.
Previous wording
The net cash used in investing activities for the nine months ended September 30, 2023, was $3,739,714 of which $931,692 related to the purchase of equipment and $2,808,022 for the net purchases of marketable securities.
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 used in investing activities for the nine months ended September 30, 2024, was $3,275,342 of which $26,431 related to the purchase of equipment and $3,248,911 related to investment in marketable securities.
Current wording
The net cash used in investing activities for the three months ended March 31, 2024, was $3,250,486 for the purchase of equipment and investment in digital assets.
Previous wording
The net cash used in financing activities for the nine months ended September 30, 2023, was $2,326,712, resulting primarily from the repayments of notes payable, financing lease liabilities, and the revenue earnout.
Current wording
The net cash used in financing activities for the three months ended March 31, 2024, was $21,769, resulting primarily from the repayments of notes payable and financing lease obligations.
Previous wording
As of September 30, 2024, we had cash and cash equivalents of $1,076,537 working capital of $10,072,061 and an accumulated deficit of $17,190,841.
Current wording
As of March 31, 2025, we had cash and cash equivalents of $16,942,201, working capital of $24,600,230, and an accumulated deficit of $22,852,648.
Previous wording
As of December 31, 2023, we had cash and cash equivalents of $6,726,013, working capital of $15,649,254, and an accumulated deficit of $9,769,723.
Current wording
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.
Previous wording
As of September 30, 2024, we had an accumulated deficit of $17.2 million. We expect to generate operating losses and negative operating cash flows for the remainder of the year and into early next quarter of 2025, although we anticipate that our operating losses to be reduced by revenue from new products that were developed earlier this year. As of September 30, 2024, we maintain cash and cash equivalents of $1.1 million. 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 repay our liabilities arising from normal business operations when they come due and to provide for our capital requirements for the next 12 months. We are actively seeking dilutive or non-dilutive capital to support our growth.
Current wording
As of March 31, 2025, we maintain cash and cash equivalents of $16,694,201. 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, 2024, 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, 2023.
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, 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (2)
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 consultants, outside service, and supplies.