AmpliTech Group, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 24, 2025, upon achievement of the First Milestone pursuant to the APA, as partial payment for certain assets to be paid in the form of stock, the Company issued Titan 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 securities issued and issuable pursuant to the APA have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder. Titan has represented to the Company that is an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).