Filed 2026-03-26 · Period ending 2025-12-31 · 58,691 words · SEC EDGAR
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# AmpliTech Group, Inc. (AMPG) — 10-K **Filed:** 2026-03-26 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-012914 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1518461/000149315226012914/) **Origin leaf:** ba92dc9f2e040094dab45787d262ca03c447dc830d3a6fbc3acc7ce664dd0a38 **Words:** 58,691 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **FORM 10-K** (Mark One) | | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the Fiscal Year Ended December 31, 2025** or | | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **Commission File No. 001-40069** | AmpliTech Group, Inc. | | | (Exact name of registrant as specified in its charter) | | | Nevada | | 27-4566352 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | | | | | | 155 Plant Avenue Hauppauge, NY | | 11788 | | | (Address of principal executive offices) | | (Zip Code) | | Registrants telephone number, including area code: **(631) 521-7831** Securities registered pursuant to Section 12(g) of the Exchange Act: None Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock, $0.001 par value per share | | AMPG | | The Nasdaq Stock Market LLC | | | Series A Right to purchase one share of common stock | | AMPGR | | The Nasdaq Stock Market LLC | | | Series B Right to purchase one share of common stock | | AMPGZ | | The Nasdaq Stock Market LLC | | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act (Check one): | Large accelerated filer | | Accelerated filer | | | | Non-accelerated Filer | | Smaller reporting company | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the registrants common stock, par value $0.001 per share, held by non-affiliates of the registrant, based on the closing price of the common stock as of the last business day of the registrants most recently completed second fiscal quarter was approximately $37,274,542. As of March 23, 2026, the registrant had 25,331,299 shares of common stock issued and outstanding. **DOCUMENTS INCORPORATED BY REFERENCE**: None. | | | **AMPLITECH GROUP, INC.** **ANNUAL REPORT ON FORM 10-K** **TABLE OF CONTENTS** | | | | | Page | | | PART I | | | | | | | ITEM 1. | | Business | | 4 | | | ITEM 1A. | | Risk Factors | | 17 | | | ITEM 1B. | | Unresolved Staff Comments | | 30 | | | ITEM 1C. | | Cybersecurity | | 30 | | | ITEM 2. | | Properties | | 31 | | | ITEM 3. | | Legal Proceedings | | 31 | | | ITEM 4. | | Mine Safety Disclosures | | 31 | | | | | | | | | | PART II | | | | | | | ITEM 5. | | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 32 | | | ITEM 6. | | [Reserved] | | 33 | | | ITEM 7. | | Managements Discussion and Analysis of Financial Condition and Results of Operations | | 33 | | | ITEM 7A. | | Quantitative and Qualitative Disclosures About Market Risk | | 39 | | | ITEM 8. | | Financial Statements and Supplementary Data | | 39 | | | ITEM 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 39 | | | ITEM 9A. | | Controls and Procedures | | 39 | | | ITEM 9B. | | Other Information | | 40 | | | ITEM 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 40 | | | | | | | | | | PART III | | | | | | | ITEM 10. | | Directors, Executive Officers and Corporate Governance | | 41 | | | ITEM 11. | | Executive Compensation | | 48 | | | ITEM 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 52 | | | ITEM 13. | | Certain Relationships and Related Transactions, and Director Independence | | 53 | | | ITEM 14. | | Principal Accountant Fees and Services | | 53 | | | | | | | | | | PART IV | | | | | | | ITEM 15. | | Exhibit and Financial Statement Schedules | | 54 | | | ITEM 16. | | Form 10-K Summary | | 55 | | | | | Signatures | | 56 | | | 2 | | **Use of Certain Defined Terms** Except as otherwise indicated by the context, references in this report to we, us, our, our Company, or the Company are to the combined business of the Company, its subsidiary AmpliTech, Inc. and the Companys divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center and AmpliTech Group True G Speed Services. **Forward-Looking Statements** This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe, estimate, intend, could, should, would, may, seek, plan, might, will, expect, anticipate, predict, project, forecast, potential, continue negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. | 3 | | **PART I** **ITEM 1. BUSINESS** **Overview** AmpliTech Group Inc. (AMPG, AmpliTech or the Company), incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Companys divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (AGMDC) and AmpliTech Group True G Speed Services (AGTGSS). AmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of Radio Frequency (RF) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (LNA), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more. On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc. (SSM), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA. In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (MMIC) chip design center, in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages. In August 2022, we formed our AGTGSS division to enable true G speeds to the industry. AGTGSS main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTechs low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. On March 26, 2025, we entered into an asset purchase agreement (as amended, Titan APA), 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). 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. The Companys research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products, cryogenic amplifiers and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets. | 4 | | **Our Corporate History and Structure** AmpliTech Group Inc. was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech Inc., by issuing 833,750 shares of the Companys common stock to the shareholders of AmpliTech Inc. in exchange for 100% of the outstanding shares of AmpliTech Inc. (the Share Exchange). After the Share Exchange, the selling shareholders owned 60,000 shares of the outstanding 893,750 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. AmpliTech designs, engineers and assembles microwave component based low noise amplifiers (LNA) that meet individual customer specifications. Application of the Companys proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer. The Company has both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. On September 12, 2019, AmpliTech Group Inc. acquired the assets of Specialty Microwave Corporation (Specialty), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty. Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers for use in satellite communication ground networks. On February 17, 2021, AmpliTech Group Inc.s common stock and warrants commenced trading on NASDAQ under the symbols AMPG and AMPGW, respectively. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021, as of 12:01 a.m., Eastern Time. All share amounts have been retroactively re-stated to reflect the reverse split. On February 19, 2026, the public warrants expired and ceased trading on NASDAQ upon the filing of Form 25 on February 18, 2026. On November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement with SSM, pursuant to which AmpliTech would acquire substantially all of the assets of SSM. SSM, located in Silicon Valley (San Jose, CA), was a global authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements. The acquisition was completed on December 15, 2021. In 2021, the Company opened a MMIC chip design center in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages. In August 2022, our AGTGSS division was founded to serve and provide complete system integration and ORAN compliant O-RUs (Radio Units) for telcos, enabling the industry to access True 5G Speeds. AGTGSS provides Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services. AGTGSS will also be providing full installation of Private 5G Networks (P5G) which includes the deployment of AmpliTech Group developed radio units. AGTGSS will implement AmpliTechs low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. On March 26, 2025, we entered into the Titan APA with Titan and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology, or 5G ORAN radio products. The aggregate purchase price for the assets was $8,000,000, which consisted 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. 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). The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025. | 5 | | **Recent Events and Developments** **ATM Offering** 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 (the ATM Offering). As of December 31, 2025, the Company did not utilize the ATM. **Revolving Line of Credit** On March 25, 2025, we 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) to support general working purposes and uses, as needed. As of the date of this filing, there is no outstanding balance on the Revolving Line of Credit. 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 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. As of December 31, 2025, the outstanding balance on the Revolving Line of Credit was $0. The Company did not renew the revolving line of credit upon expiration. **Amendment to Amended and Restated 2020 Equity Incentive Plan** On October 1, 2025, the Companys Board unanimously approved, an Amendment to the Amended and Restated 2020 Equity Incentive Plan (Amended and Restated Plan) to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000. On December 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders. As of December 31, 2025, all outstanding stock options were issued according to the Companys Amended and Restated Plan, and there remains 3,487,375 shares of common stock available for future issuance under the Amended and Restated Plan. **Rights Offering** 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 Companys 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). 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. | 6 | | In connection with the Rights Offering, the Company entered into a dealer-manager agreement dated October 30, 2025 with Moody Capital (the Dealer Manager Agreement). Pursuant to the Dealer Manager Agreement, the Company agreed to pay Moody Capital a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million but less than $20 million, the Company agreed to pay Moody Capital a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, the Company agreed to pay Moody Capital a cash fee equal to 5.0%. The Company also paid Moody Capital an out-of-pocket accountable expense allowance of $35,000. In connection with the Rights Offering, the Company entered into a Subscription Agent and Rights Agent Agreement, dated October 30, 2025, with VStock Transfer, LLC (Subscription Agent) to provide subscription agent services for the Unit Subscription Rights and Series Rights with respect to the Rights Offering. 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 approximately $8,103,909 after deducting fees and expenses of Moody Capital, as placement agent, and our other estimated offering expenses. **Registered Direct Offering** On January 26, 2026, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with five institutional investors (the Purchasers) pursuant to which we agreed to sell in a registered direct offering (the Offering) 2,230,000 Units (Units) at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right and one Series B Right. The common stock and the Series Rights comprising the Units were purchased as a Unit but will be issued separately. The Series A Rights and Series B Rights may be exercised commencing on their date of issuance and continuing until their expiration dates, respectively, July 18, 2026 and November 20, 2026. Upon the respective expiration dates of the Series Rights, there will be one closing for each Series Rights. The Series Rights provided the Purchasers substantially the same rights and entitlements as those Series A Rights and Series B Rights issued in connection with the units rights offering described below (the Rights Offering), which are set forth in the Series A Right Certificate and Series B Right Certificate filed as Exhibits 4.2 and 4.3, respectively, (the Series Certificates) to Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on October 30, 2025. The Offering closed on January 27, 2026, resulting in the issuance of 2,230,000 shares of common stock, and Series A Rights to purchase an aggregate of 2,230,000 shares of common stock at $5.00 per share, and Series B Rights to purchase an aggregate of 2,230,000 shares of common stock at $6.00 per share. The net proceed to the Company from the sale of the Units in the Offering was approximately $8,319,873 after deducting the placement agents fees and other estimated offering expenses payable by the Company. In connection with the Offering, on January 26, 2026, the Company entered into a placement agency agreement with Moody Capital Solutions, Inc. (the Placement Agent) (the Placement Agency Agreement), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.0% of the aggregate gross proceeds received by the Company from the sale of the Units and the exercise of the Series Rights in the offering. The Company also agreed to reimburse the Placement Agent for up to $15,000 in accountable expenses, including the Placement Agents legal counsels fees. | 7 | | **Listing of Series A Rights and Series B Rights on NASDAQ** **** 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. **** 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 Companys Oran radios. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. As of March 23, 2026, the Company has received a total of approximately $5MUS in funded purchase orders from our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders into 2027. **Corporate Information** Our executive offices are located at 155 Plant Avenue, Hauppauge, NY 11788, and our telephone number is (631) 521-7831. Our website address is http://www.amplitechgroup.com. We have included our website address as an inactive textual reference only. We are not including the information contained at http://www.www.amplitechgroup.com, or at any other website address, as part of, or incorporating it by reference into, this report. **Implications of Being a Smaller Reporting Company** We are a smaller reporting company meaning that the market value of our common stock held by non-affiliates is less than $250 million measured on the last business day of our most recent second fiscal quarter or our annual revenue is less than $100 million during the most recent completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million measured on the last business day of our most recent second fiscal quarter. Accordingly, we may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements and only two years of management discussion and analysis of financial condition and results of operations disclosure. As a result, the information that we provide to our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. **Our Products and Services** Our core AmpliTech Inc. division offers products consisting of connectorized RF amplifiers and related subsystems, operating at frequencies from 50kHz to 44GHz, including low noise amplifiers (LNAs), medium power amplifiers, cryogenic amplifiers, low noise block-down converters (LNBs) and custom assembly designs for the aerospace, governmental, defense and commercial satellite markets. Our fully operational AGMDC division in Texas has successfully transferred our proprietary technology from connectorized products into monolithic microwave integrated circuits, (MMICs) and is offering in chip form, LNAs, power amplifiers, filters, attenuators, thru lines and can provide custom design projects. Over 125 new MMIC chip technology products have been released since AGMDCs inception. In connection with the acquisition of our Specialty Microwave Division (SMW), we began designing and manufacturing passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers. | 8 | | Our SSM division is a globally authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirement. Through our AGTGSS division, we are actively developing and currently manufacturing our newest product line of Open Radio Unit for Sub 6GHz. This new phase array product supports 3.4-4.0 GHz and 2.496-2.69 GHz, with 8 x 12 x 2 = 192 Active Phased Array Elements. It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU. This product has been certified as meeting all ORAN KPI requirements, by an authorized OTIC center under the ORAN Alliance group. This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas. The Company owns intellectual property for several O-RAN 5G radios, including offerings in 4T4R, 8T8R, 32T32R, and 64T64R configurations. *Low Noise Amplifiers* Low Noise Amplifiers, or LNAs, are amplifiers used in receivers of almost every type of communication system (Wi-Fi, radar, satellite, base station, cell phone, radio, etc.) to improve signal strength and increase sensitivity and range of receivers. *Medium Power Amplifiers* Medium Power Amplifiers, or MPAs, provide increased output power and gain in transceiver chains to increase signal power and maintain dynamic range and linearity in radars, base-stations, wireless networks, and almost every communication system. *Satellite Access Point Block Downconverter (BDC)* The Specialty Microwave BDC assembly is used as a test device on Satellite Access Point (SAP) antennas located worldwide. The BDC assembly converts a Ka band signal, 17.7 GHz to 19.7 GHz, from the LNAs on either polarization of the antenna to between 950 and 2150 MHz using a high and low band block downconverter. *1:2 Tx Protection Switch Panel Subsystem* The Specialty Microwave 1:2 Tx Protection Switch panel is a logic panel used in satellite communications earth stations. The system mechanism operates waveguide and coaxial switches to operator desired positions. *Desktop/Benchtop and Compact Wideband Power Amplifiers* These products are utilized over a frequency range of .1 to 40 GHz used in SATCOM rack mount systems as well as test equipment used in integrators and manufacturers of various communications systems such as cellular base stations, simulators, and point to point wireless radios. *Waveguide to Coaxial Adapters* These adapters are used in all SATCOM and satellite internet gateway systems from S band to K band, or 2GHz to 50 GHz. *Cryogenic Amplifiers* Our line of cryogenic amplifiers is designed to operate at temperatures as low as 4K that offer much lower noise figures than our standard models. Consuming as little DC power as +0.5V DC@8mA, the light weight, compact housings provide excellent performance while generating very little heat. These amplifiers are very useful for applications that require the absolute minimum amounts of noise injection for the growing market of low temperature applications, such as quantum computing, medical applications, RF imaging, research & development, space communications, accelerators, radiometry and telephony. Our re-designed cryogenic 4.0 8.0 GHz amplifiers for quantum computing have been tested and validated by a third-party laboratory for performance. | 9 | | *Cryogenic and Non-Cryogenic 4g/5g Small Cell Subsystems* These products are utilized in private and public high-speed networks and airline WI-FI systems. *IC Packaging* Integrated circuit (IC) packaging is the case or enclosure that contains the semiconductor device, protecting it from corrosion or physical damage. The IC packaging also supports the electrical contacts, which connect the semiconductor device to a circuit board. IC packaging often gets sealed with lids, which creates an airtight seal to prevent contaminants, particles, liquids, or gases from entering the packaging to ensure the proper operation of the device. The Company offers multiple IC packaging and lids product lines according to desired product specifications, device performance, dimensions, resistances, and tolerances. *PHEMT MMIC Technology LNAs* AmpliTechs new line of low noise amplifiers introduces high performance, high reliability MMIC-based designs. These new products will cover widely used standard frequency ranges in the 2.0 4 GHz, 4.0 8.00 GHz and 2-18 GHz offering unparalleled low noise figure and featuring its proprietary low noise MMIC technology by our AGMDC Division. *Coaxial In-Line Low Noise Amplifiers* A new product line of competitively priced low noise amplifiers, featuring AmpliTechs MMIC Technology from our AGMDC Division. These amplifiers offer a very competitive gain performance, exceptionally low noise figures, and DC bias through the RF output. These coaxial in-line LNAs can be used for a wide range of design applications and are suitable for Military and Commercial applications when cost considerations are paramount. Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation. *Coaxial In-Line Band Pass Filters* These bandpass filters cover industry standard frequency ranges, I.e., 17.52-21.45 GHz with 50 matched DC blocked RF ports. These products can be used for a wide range of design applications and are suitable for military and commercial applications when cost considerations are paramount. They are also covered by our standard 3-year warranty. Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation. *Low-Noise Block Down Converter Units (LNBs)* Featuring its proprietary AmpliTech LNA low noise technology, these LNBs, now available in the C band, X band and Ka band were designed for superior performance in small sats, LEO, MEO, GEO and portable or fixed Bands teleport applications. *Directional Couplers* AmpliTechs new line of directional couplers presents a high-performance solution in signal splitting and monitoring technology. Designed with precision and engineered for high performance, these couplers provide accurate power division while maintaining signal integrity. With a wide range of coupling ratios and frequency options, these directional couplers are ideal for a variety of applications, including telecommunications, radar systems, and aerospace technology. | 10 | | *Power Dividers* Our power dividers stand as a testament to AmpliTechs commitment to delivering innovative solutions through our strategic research and development business plan. Built to handle high-power RF signals, these dividers ensure minimal signal loss during distribution. Whether for in-building wireless systems or distributed antenna systems, these power dividers offer unparalleled efficiency and signal fidelity, making them an essential choice for RF engineers and system integrators. *Quadrature Hybrid 90-degree Couplers* Quadrature hybrid 90-degree coupler components pave the way for seamless integration in phase-critical applications. These hybrids excel in creating two signals with precisely controlled phase separation, making them indispensable for quadrature modulators, demodulators, and phase shifters. Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation. *5G Network in a Box (NIB***)** This single box is essentially a plug-n-play solution for P5G and local carriers and is another innovative product from our AGTGSS division. A 5G NIB offers several benefits to customers, including rapid deployment, flexibility, cost-effectiveness, localized high-speed connectivity, enhanced security, and interoperability. *Massive MIMO, 64T64R ORAN, CAT B Radio Network* The Massive MIMO, 64T64R ORAN, CAT B Radio Network is expected to become the companys flagship product. With 16 Layers DL/ 8 Layers UL, CSI-RS and SRS beamforming capabilities and beam steering technology, this radio provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications, as demonstrated by the O-RAN compliance certificate issued by an OTIC center under the guidance of the O-RAN Alliance, promoting openness and interoperability in radio access networks. *Private 5G Full ORAN Radio Networks* Our Private ORAN 5G solution is a modern approach in telecommunications where the traditional proprietary hardware and software components of radio access networks (RAN) are disaggregated and replaced with open interfaces and interoperable components. Our ORAN products include: Radio Units (RUs): These are the physical units responsible for transmitting and receiving radio signals. In ORAN, RUs are often software-defined and designed to be interoperable across different vendors. Distributed Units (DUs): DUs handle baseband processing and are responsible for functions like modulation and encoding. They are also designed to be vendor-neutral and interchangeable. Centralized Units (CUs): CUs manage higher-level functions like scheduling, network optimization, and coordination between DUs and core networks. They provide a centralized control function. Open Interfaces: ORAN networks rely on standardized and open interfaces between the RUs, DUs, and CUs. These interfaces ensure that components from different vendors can seamlessly work together, promoting flexibility and innovation. Virtualization and Cloud-Native Architecture: ORAN networks often leverage virtualization technologies and cloud-native architectures to improve scalability, efficiency, and agility. Overall, a 5G ORAN full radio network represents a shift towards more open, flexible, and interoperable infrastructure compared to traditional RAN architectures, potentially leading to cost savings, faster innovation cycles, and improved network performance. | 11 | | **Our Technology** Our products are supported by hybrid design topologies that create highly linear RF products that amplify and transform signals with minimal addition of noise, achieving high Signal to Noise Ratio (SNR) and increased receiver sensitivity and range, at a low cost and low power consumption. We recently received three patents from the United States Patent and Trademark Office (USPTO). Our hybrid design topologies include: | | | Discrete Microwave Integrated Circuit (MIC) | | | | | | | | | | Pseudomorphic High Electron Mobility Transistor (PHEMT) | | | | | | | | | | MIC and Low Noise MIC | | We believe the discrete topology that we utilize provides various advantages: | | | Can easily optimize Voltage Standing Wave Ratio (VSWR) and Noise Figure | | | | | | | | | | Flexibility of design can easily adapt to change of specs, technology, etc. | | | | | | | | | | Low DC power consumption | | | | | | | | | | Can control and optimize gain flatness due to discrete gain stages | | | | | | | | | | Optimum use of MIC technology and experience | | | | | Use of negative bias is not necessary | | | | | | | | | | Specially selected components with specific parameters that yield proprietary results due to use in a particular configuration | | **** **Research and Development** To date, our research and development activities have primarily been conducted on new product designs to the extent requested by the customers. The cost of our research and development activities is incorporated into the unit selling prices and, as such, is borne directly by the customers. In addition to the research and development for our customers, we invest in research and development for new products on emerging technologies such as 5G/6G, cryogenic, cybersecurity, MMICs, IoT and wireless products for the future. Research and development costs for the years ended December 31, 2025 and 2024 were $2,687,176 and $3,590,695, respectively. **Industry and Competition** *Market Overview* We operate our business in the industry of high-power RF semiconductors. We believe that the RF semiconductor industry has the following features: High demand for complex, next-generation wireless signal processing applications. | | | Mass adoption of internet and web-based applications, and other high-band width applications | | | | | | | | | | Ability to combine analog and digital signal processing into more integrated RF solutions | | | | | | | | | | Widespread application of low-cost, high-performance and functionality wireless networks | | | | | | | | | | Emergence of 5G/6G, WI-FI 6e, satellite and advanced wireless network infrastructure rollouts | | | 12 | | Growing opportunity for advanced RF subsystems, modules and components. | | | Demand for precise, high-speed signal conditioning interfaces between analog and digital | | | | | | | | | | Combining analog/digital signal processing capabilities into more highly integrated solutions | | | | | | | | | | Widespread application of low-cost, high-performance wireless network systems | | | | | | | | | | Convergence of computing, communications, and consumer electronics with state-of-the-art signal processing capability with less power consumption | | Complements original equipment manufacturer, or OEM, design, and manufacturing capabilities. | | | Deliver high quality and feature improvements that service provider requires | | | | | Lower production costs and shorten product development cycles | | | | | | | | | | Adhere to flexibility, performance, streamlined procurement processes and value requirements | | Current and Future Target Markets. | | | High speed terrestrial and satellite terminals (SATCOM, Internet in the Sky) | | | | | | | | | | 5G/Wi-Fi6E and 6G wireless infrastructure (Cellular Base Stations, Small Cells, Private Wi-Fi Networks) | | | | | | | | | | IoT (Internet of Things) | | | | | | | | | | Cloud farms, big data and MEC architecture | | | | | | | | | | Quantum supercomputers/Quantum research | | | | | | | | | | Deep space astronomy | | | | | | | | | | Autonomous self-driving vehicles | | | | | | | | | | Telemedicine, AR/VR (Augmented and Virtual Reality) | | | | | | | | | | Drones, UAVs (Unmanned aerial vehicles) | | | | | | | | | | Cyber-security | | | | | | | | | | Military/Defense ECM/EW | | *Competition* We face competition in the amplifier industry from many established players. Some of our competitors have longer operating histories and significantly greater financial, research and development, marketing and other resources than us. As a result, some of these competitors can devote greater resources to the development, promotion, sale and support of their products. These competitors may also provide discounted pricing on their products to gain market share. In addition, consolidation in the amplifier industry could intensify the competitive pressures that we face. Many of our existing and potential competitors may be better positioned than we are to acquire other companies, technologies or products. We compete based on technology, cost, and design flexibility. | 13 | | Our ability to compete successfully depends on numerous factors, including our ability to: | | | maintain and increase our market share and the strength of our brand in amplifiers; | | | | | | | | | | maintain and expand our relationships with channel partners; | | | | | | | | | | secure products at large volume in a cost-effective and timely manner from our suppliers; | | | | | | | | | | develop innovative, differentiated, high-performance products relative to our competitors solutions; and | | | | | | | | | | protect our intellectual property. | | We cannot assure you that our solutions will compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by our existing competitors or new companies entering our market. In addition, we cannot assure you that our competitors do not have or will not develop processes or product designs that currently or in the future will enable them to produce competitive products at lower costs than ours. **Our Strategy** Our objective is to become a premier designer, manufacturer and distributor of high quality and state-of-the-art cryogenic microwave amplifiers, RF designs and applications for wireless networks and the future of wireless communication with true 5G performance of or close to 1Gbs per second. Key elements of our strategy include the following: | | | Trade on a national exchange to improve access to capital resources and a much broader customer base with higher volumes, as well as better access to large OEMs | | | | | | | | | | New product development | | | | | | | | | | Commercializing existing core technology into specific high-volume technology sectors and obtaining patent on such technology | | **Manufacturing and Distribution** On April 1, 2022, we relocated our manufacturing facility and corporate office to Hauppauge, New York, while maintaining our distribution center in San Jose, California, and our MMIC design center in Plano, Texas. Our manufacturing process in Hauppauge involves the assembly of numerous individual components and precise fine-tuning by production technicians. Our manufacturing facility more than triples our capacity and still has room for expansion. With our already established supply chain, internal capacity and local contract manufacturing sources, we expect to have sufficient capacity to process small and large orders (thousand + units per month). We rely on our sales representatives to channel our products throughout the Americas as well as to countries in Europe, the Middle East and South Asia. On April 1, 2023, the Company announced its partnership with NGK Electronic Devices, to become their US distributor for NGKs state-of-the-art RF Microwave products. This partnership marks NGKs first distribution agreement with a US partner, presenting a significant opportunity for both parties. NGK Electronic Devices, based in Japan, is a world leader in the development and manufacturing of ceramic semiconductor packages. These advanced products play a crucial role in the semiconductor packaging industry, addressing key concerns such as heat management and electrical insulation. AmpliTechs semiconductor distribution division, Spectrum Semiconductor, will leverage its extensive distribution network and expertise to ensure that NGKs RF Microwave Packages product line is readily available to customers across the United States, further expanding NGKs global presence. The Company is ISO 9001:2015 and AS9120B certified for the Distribution of Semiconductor Materials for the Assembly Phase of Integrated Circuit Manufacturing, as well as in compliance with the Conflict Minerals Reporting Template (CMRT), the European Unions Restriction of Hazardous Substances (RoHS) and Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH) directives, as well as registered with the U.S. Governments System for Award Management (SAM). | 14 | | **Raw Materials** We purchase a variety of raw materials, primarily consisting of high temperature alloy sheet metal and castings, forgings, pre-plated metals and electrical components from various vendors. The materials used by our operations are generally available from several sources and in sufficient quantities to meet current requirements subject to normal lead times. However, recent cost inflation, tariffs and potential supply chain disruptions may lead to higher material costs in fiscal 2026. Additionally, we are subject to rules promulgated by the Securities Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding the use of certain materials (tantalum, tin, gold and tungsten), known as conflict minerals, which are mined from the Democratic Republic of the Congo and adjoining countries. These rules may impose additional costs and may introduce new risks related to our ability to verify the origin of any conflict minerals used in our products. **Suppliers** Our material consists of purchased component parts used in our assembly process or distributed. The following table describes supplier concentration based upon the percentage of materials purchased from each supplier for fiscal year ended December 31, 2025: | Supplier A | | $ | 10,197,308 | | | | 58.28 | % | | | Supplier B | | | 2,264,841 | | | | 12.94 | % | | | Supplier C | | | 1,230,090 | | | | 7.03 | % | | | Supplier D | | | 972,767 | | | | 5.56 | % | | | Supplier E | | | 777,134 | | | | 4.44 | % | | | All other suppliers | | | 2,054,804 | | | | 11.75 | % | | | Total | | $ | 17,496,944 | | | | 100 | % | | **Marketing** We employ an aggressive and focused approach to market our products, at various venues including trade shows, strategic alliances, websites and trade magazines. We target specific types of customers such as system integrators, defense contractors, cellular and wireless service providers but it should be noted that we are also focused on expanding our customer base to include users of consumer applications and products. We continue our online and print ads as well as our virtual meetings and conferences. *Trade Shows* We attend trade shows such as IMS (International Microwave Symposium), MWC (Mobile World Congress) and the Satellite Show in Washington D.C. We may also sponsor some trade shows to gain recognition and presence. As part of its growing brand awareness initiatives, the Company also participates in major industry events such as Network X in Dallas and Paris each year. These events provide valuable networking opportunities while showcasing the Companys latest products. *Strategic Alliances* We explore opportunities with global OEMs by seeking out strategic alliances that improve sales and presence in the marketplace and expand our product line and capabilities, thereby broadening our customer base. | 15 | | *Website* We maintain dynamic websites to capture more business via customer searches worldwide for our products on the internet. Our www.amplitechgroup.com website has also been updated to include an e-commerce dashboard with access to purchase our products. Our website for all our 5G products can be accessed via www.amplitech5G.com *Trade Magazines* We advertise our products in Microwave Product Digest and Microwave Journal. **Customers** We serve a diverse customer base located primarily in the United States, Europe and South Asia, which includes mobile network operators, private network providers, systems integrators, OEMs, government and defense-related organizations, research and academic institutions, and commercial enterprises seeking advanced RF, microwave, semiconductor, and Open RAN 5G solutions. Some of our customers include Telus, Viasat, L3 Harris Technologies, CPI, Lockheed Martin, Microsemi, and Paramount Global. As of December 31, 2025, there was one customer that accounted for 42.86% of our total revenue. We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives. **Government Regulation** We are subject to the local, state and national laws and regulations of the jurisdictions where we operate that affect companies generally, including laws and regulations around commerce, intellectual property, trade, health and safety, commerce and contracts, privacy and communications, consumer protection, web services, tax, and state corporate laws and securities laws; and specifically those conducting business of electronics, many of which are still evolving and could be interpreted in ways that could harm our business. Existing and future laws and regulations may impede our growth. These regulations and laws may change over time. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business. In addition, our operations are subject to extensive, and frequently changing, federal, state and local environmental laws and substantial related regulation by government agencies, including the Environmental Protection Agency. Among other matters, these regulatory authorities impose requirements that regulate the operation, handling, transportation and disposal of hazardous materials; protect the health and safety of workers; and require us to obtain and maintain licenses and permits in connection with our operations. This extensive regulatory framework imposes significant compliance burdens and risks on us. Notwithstanding these burdens, we believe that we are in material compliance with all federal, state and local environmental laws and regulations governing our operations. There has been no material adverse effect to our consolidated financial statements nor competitive positions because of these government and environmental regulations. **Intellectual Property** We regard domain names, tradenames, customer relationships, trade secrets, proprietary technologies and similar intellectual property as important to our success. We rely on contractual restrictions to protect our proprietary rights in products and services. It is our policy to enter into confidentiality and invention assignment agreements with our employees and contractors as well as nondisclosure agreements with our suppliers and strategic partners to limit access to and disclosure of our proprietary information. We cannot assure you that these contractual arrangements or the other steps taken by us to protect our intellectual property will prove enough to prevent misappropriation of our technology or to deter independent third-party development of similar technologies. We currently have four patents from the United States Patent and Trademark Office (USPTO), and we plan to use the information obtained from the IP story to file additional patents relating to our intellectual property and trade secrets. **Human Capital Resources** As of March 19, 2026, we have 46 full-time employees, and 1 part-time employee. From time to time, we may hire additional workers on a contract basis as the need arises. **Corporate Office** Our corporate headquarters consisting of approximately 20,000 square feet and is located at 155 Plant Avenue, Hauppauge, NY 11788. | 16 | | **ITEM 1A. RISK FACTORS** **RISK FACTORS** *An investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements, before making a decision to invest in our common stock or Series Rights. If any of the following events occur, our business, financial condition and operating results may be materially and adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.* **Risks Relating to our Business** **Our revenue, earnings, margins and other operating results have fluctuated significantly in the past and may fluctuate significantly in the future.** If demand for our products fluctuates, because of economic conditions or for other reasons, our revenue and profitability could be impacted. We incurred net losses of $7,007,155 and $11,242,404 in fiscal year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $28,019,282. These losses and our accumulated deficit reflect the substantial investments we have made to develop our products. Our future operating results will depend on many factors affecting our new market segments, including the following, many of which are out of our control: the continued market acceptance of our current and new products for 5G, cryogenic quantum computing, internet of things (IoT) and MMICs. Although hard to predict under the current global environment, we believe our core LNA product line, as well as Spectrum Semiconductor Material and 5G product lines will continue to be in demand and generate top line revenue and cash flow to sustain ongoing activities. **There is no assurance that the Second Milestone of Asset Purchase Agreement will be achieved or that we will realize the anticipated benefits.** On March 26, 2025, the Company entered into the Titan APA. Although it is currently anticipated that the Second Milestone will be achieved by the second quarter of 2026, there is no assurance that the Second Milestone will be achieved. There can be no guarantees that the transactions contemplated by the Titan APA will be completed and that the acquisition of the assets will materialize into purchase orders and new customers and generate the financial and strategic benefits we expected. In addition, purchase orders are subject to cancellation, modification or delays, which could negatively impact on our revenues and return on investment. In addition, we may face operational challenges and unforeseen liabilities that may negatively impact our business. **We have entered into non-binding letter of intent for purchase orders and there is no assurance that we will enter into definitive purchase orders or generate revenues as expected.** **** On March 20, 2025, the Company entered a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Companys Oran radios. There is no assurance that the letter of intent will result in a series of definitive purchase orders or generate any revenues as expected. Even if we enter into definitive purchase orders, they are subject to delay, modification or cancellation, which may adversely affect our revenue and financial performance. As of March 16, 2026, the Company has received a total of approximately US$5M in funded purchase orders from our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders. | 17 | | **Significant Dependence on Single Customer.** We serve a diverse customer base located primarily in the United States, Europe and South Asia, in the aerospace, governmental defense, commercial satellite and wireless industries which includes mobile network operators, private network providers, systems integrators, OEMs, government and defense-related organizations, research and academic institutions, and commercial enterprises seeking advanced RF, microwave, semiconductor, and Open RAN 5G solutions. We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives. As of December 31, 2025, there was one customer that accounted for approximately 42.86% of total sales compared to one customer that accounted for approximately 13.97% of total sales for the year ending December 31, 2024. We cannot assure you that we will maintain this customer relationship at the current level, or at all. The loss of this customer, a significant reduction in orders, or unfavorable changes to the terms of our relationship could materially and adversely affect our business, financial condition, results of operations and cash flows. We are actively seeking to diversify our customer base, however, there is no assurance that we will be successful in reducing our reliance on this one customer. **The Company is dependent on the global supply chain and may experience supply chain constraints, as well as increased costs on components and shipping.** The Company may experience supply chain constraints which may slow down production and may negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients. These supply constraints include, but are not limited to, semiconductor shortages as well as shortages of certain commodities. Extended lead times on certain parts as well as a lack of immediate availability may delay our ability to deploy ASRs, and consequently, may delay our ability to recognize revenue. In addition, the Company has also faced increased costs of components and freight. Further, current or future governmental policies may increase the risk of inflation and tariffs, which could further increase the costs of raw materials and components for our business. Similarly, if the costs of goods continue to increase, our suppliers may seek price increases from us. If we are unable to mitigate the impact of supply chain constraints and inflationary pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted. Even if we can raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brand, reputation, and sales. If our competitors substantially lower their prices, we may lose customers and mark down prices. Our profitability may be impacted by lower prices, which may negatively impact gross margins. Even though we are working to alleviate supply chain constraints through various measures, we are unable to predict the impact of these constraints on the timing of revenue and operating costs of our business in the near future. Raw material supply shortages and supply chain constraints, including tariffs and cost inflation, may impact and could continue to negatively impact our ability to meet increased demand, which in turn could impact on our net sales revenues and market share. **Our market is very competitive. If we fail to compete successfully, our business and operating results will suffer.** We face significant competition in the amplifier industry from both established and emerging players such as Lucix, Erzia, and Narda-Miteq. Some of our competitors have longer operating histories and significantly greater financial, research and development, marketing and other resources than us. As a result, some of these competitors can devote greater resources to the development, promotion, sale and support of their products. These competitors may also provide discounted pricing on their products to gain market share. In addition, consolidation in the amplifier industry could intensify the competitive pressures that we face. Many of our existing and potential competitors may be better positioned than we are to acquire other companies, technologies or products. Some of our customers may also maintain diverse supplier bases to enhance competition and maintain multiple providers of amplifier products. Our ability to increase order sizes from these customers and maintain or increase our market share would be constrained by these policies. In addition, any decline in the quality or availability of our products or any increase in the number of suppliers that such a customer use may decrease demand for our products and adversely affect our operating results, business and prospects. Our ability to compete successfully depends on numerous factors, including our ability to: | | | maintain and increase our market share and the strength of our brand in amplifiers; | | | | | | | | | | maintain and expand our relationships with channel partners; | | | | | | | | | | secure products in large volume in a cost-effective and timely manner from our suppliers; | | | | | | | | | | develop innovative, differentiated, high-performance products relative to our competitors solutions; and | | | | | | | | | | protect our intellectual property. | | We cannot assure you that our solutions will compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by our existing competitors or new companies entering our market. In addition, we cannot assure you that our competitors do not have or will not develop processes or product designs that currently or in the future will enable them to produce competitive products at lower costs than ours. Any failure to compete successfully would materially adversely affect our business, prospects, operating results and financial condition. | 18 | | **Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could make it more difficult for us to access financing and could adversely affect our business and operations.** Our abilities to raise capital and operate our business are subject to the risk of adverse changes in the market value of our securities. Periods of macroeconomic weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting in adverse impacts on our ability to raise further capital on favorable terms. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China, the conflicts in the Middle East and between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities could lead to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our operations. **Changes in US trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations**. Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers, suppliers and employees in the short- or long-term. In 2025, the United States announced tariffs on imports from a broad range of countries, including the European Union, Canada, Mexico, and China. As of December 31, 2025, the U.S. has implemented country-specific trade agreements with key partners including the European Union, Japan, and the United Kingdom, providing for modified tariff structures and industry-specific exemptions. The U.S. continues to negotiate trade agreements with other countries, including China, which currently has varying reciprocal tariffs. On February 20, 2026, the U.S. Supreme Court invalidated many of the global tariffs previously imposed under the International Emergency Economic Powers Act of 1977 (the IEEPA) and the U.S. Customs and Border Protection subsequently announced that IEEPA-based tariff provisions would be terminated effective February 24, 2026. However, tariffs imposed under other authorities, including Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974, remain in effect, and the U.S. government has indicted that it may pursue additional or replacement tariffs under alternative legal authorities, including temporary measures under Section 122 of the Trade Act of 1974. If maintained, these announced new tariffs, as well as related measures that could be taken by other countries and the potential escalation of trade disputes, are expected to affect our business and results of operations. The tariff environment remains highly uncertain and subject to rapid change. We continue to monitor developments closely, including pending legal challenges to certain tariff authorities, updated guidance from regulators, retaliatory measures, resolution of trade agreements and ongoing negotiations with additional trade partners. In addition, uncertainty regarding the availability, timing and amount of any refunds or other relief relating to previously paid duties may affect our cash flows and results in future periods. We cannot predict the scope, timing or ultimate impact of these developments on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the US economy, which in turn could adversely impact our business, financial condition and results of operations. | 19 | | **Economic conditions may adversely impact our business, operating results and financial condition.** Economic conditions, market and political instability, changes in trade agreements and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could adversely affect global markets and transactions and may adversely affect our customers and suppliers. Any adverse financial or economic impact on our customers may impact their ability to pay in a timely manner or result in their inability to pay. It may also impact their ability to fund future purchases or increase the sales cycles which could lead to a reduction in revenue and accounts receivable. Our suppliers may increase their prices or may be unable to supply the necessary raw materials on a timely basis which could result in our inability to meet customers demand or affect our gross margins. Our suppliers may also impose more stringent payment terms on us. The timing and nature of any recovery from the effects of adverse economic conditions or market and political instability on credit and financial markets is uncertain, and there can be no assurance that market conditions will improve in the near future or that our results will not be materially and adversely affected. **Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business** Cyber-attacks or other breaches of network or information technology (IT) security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorized access. Unauthorized use of company credentials or other information could compromise our systems and operations, materially adversely impact our financial condition and subject us to scrutiny and/or litigation from regulators and our customers. A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation. **Changes in our product mix could cause our overall gross margin to decline, which may adversely affect our operating results and financial condition.** Our gross margin is dependent on product mix. A shift in sales mix between our higher margin products could adversely affect our gross margins, and there can be no assurance that we will be able to maintain our historical gross margins. In addition, as our product mix becomes more customer specific and diversified, our cost of manufacturing has increased. If revenue from LNAs and customer-specific products continues to grow relative to our other products and services, our company-wide gross margin will likely decline. Additionally, increased competition and the existence of product alternatives, weaker than expected demand and other factors may lead to further price erosion, lower revenue and lower margins for us in the future, adversely affecting our operating results and financial condition. **Our products must meet exact technical and quality specifications. Defects, errors in or interoperability issues with our products or the failure of our products to operate as expected could affect our reputation, result in significant costs for us and impair our ability to sell our products.** Our products may contain defects or errors or not operate as expected, which could materially and adversely affect our reputation, result in significant costs to us and impair our ability to sell our products in the future. Our customers have demanding specifications for quality, performance and reliability that our tag and reader products must meet. Our products are highly technical and designed to be deployed in large and complex systems, networks and other settings under a wide variety of conditions. Customers and end users may discover errors, defects or incompatibility in our products only after they have been fully deployed. In addition, users of our products may experience compatibility or interoperability issues between our products and their enterprise software systems or networks, or between our products and other amplifying products they use. We may also experience quality problems with our products that are combined with or incorporated into products from other vendors, such as tags produced by our inlay manufacturers, or that are assembled by subcontractors. We may have difficulty identifying and correcting the source of problems when third parties are combining, incorporating or assembling our products. If we are unable to fix errors or other problems, we could experience: | | | loss of customers or customer orders; | | | | | | | | | | lost or delayed market acceptance and sales of our products; | | | | | | | | | | loss of market share; | | | | | | | | | | damage to our brand and reputation; | | | | | impaired ability to attract new customers or achieve market acceptance; | | | | | | | | | | diversion of development resources; | | | | | | | | | | increased service and warranty costs; | | | | | | | | | | replacement costs; | | | | | | | | | | legal actions by our customers; and | | | | | | | | | | increased insurance costs. | | | 20 | | We may be required to indemnify our customers against liabilities arising from defects in our products or their solutions which incorporate our products. These liabilities may also include costs incurred by our customers or end users to correct the problems or replace our products. While we test our products for defects or errors prior to product release, defects or errors are occasionally identified by our customers. Such defects or errors have occurred in the past and may occur in the future. To the extent product failures are material, they could adversely affect our business, operating results, customer relationships, reputation and prospects. **We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle and result in the loss of significant rights.** Our industry is characterized by companies that hold large numbers of patents and other intellectual property rights, and which may vigorously pursue, protect and enforce their intellectual property rights. We may in the future be required to license patents and other intellectual property rights to technologies that are important to our business, which may be costly or prohibitively expensive to our business operations. We may also receive assertions against us, our customers or distributor, claiming that we infringe patent or other intellectual property rights. Claims that our products, processes, technology or other aspects of our business infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel. If we decline to accept an offer, the offering party may allege that we infringe such patents, which could result in litigation. In addition, many of our customer agreements require us to indemnify and defend our customers from third-party infringement claims and pay damages in the case of adverse rulings. Moreover, we may not know whether we are infringing a third partys rights, due to the large number of patents related to amplifiers or to other systemic factors. For instance, patent applications in the United States are maintained in confidence for up to 18 months after their filing or, in some cases, for the entire time prior to issuance as a patent. Thus, we would not be able to account for such rights before publication. Competitors may also have filed patent applications or received patents and may obtain additional patents and proprietary rights that block or compete with our patents. Claims of this sort could harm our relationships with our customers or distributors and might deter future customers from doing business with us. We do not know whether we will prevail in any such future proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If any pending or future proceedings result in an adverse outcome, we could be required to: | | | cease the manufacture, use or sale of the infringing products, processes or technology; | | | | | | | | | | pay substantial damages for infringement; | | | | | | | | | | expend significant resources to develop non-infringing products, processes or technology; | | | | | | | | | | license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all; | | | | | cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or | | | | | | | | | | pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology. | | Any of the foregoing results could have a material adverse effect on our business, financial condition and operating results. | 21 | | **We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims because of litigation or other proceedings**. We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims because of litigation or other proceedings. In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights or disputes related to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we may be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel, and by increasing our costs of doing business. If we fail to prevail in any future litigation and disputes, it could adversely affect our results of operations and financial condition. Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could seriously harm our business. **If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer.** Our success depends, in part, on our ability to obtain patent protection for or maintain as trade secrets our proprietary products, technologies and inventions and to maintain the confidentiality of our trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others from infringing upon our business proprietary rights. Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions, processes or improvements. We cannot assure you that any of our existing or future patents or other intellectual property rights will be enforceable, will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful protection or any competitive advantage. In addition, our pending patent applications may not be granted. If our patents do not adequately protect our technology, our competitors may be able to offer additive manufacturing systems or other products like ours. Our competitors may also be able to develop similar technology independently or design around our patents, and we may not be able to detect the unauthorized use of our proprietary technology or take appropriate steps to prevent such use. Any of the foregoing events would lead to increased competition and lower revenues or gross margins, which could adversely affect our operating results. **Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information, and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other events, could have a material adverse effect on our business**. In addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and any other elements of our product discovery and development processes that involve proprietary know-how, information, or technology that is not covered by patents. Trade secrets, however, may be difficult to protect. We seek to protect our proprietary processes, in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors, and collaborators might intentionally or inadvertently disclose our trade secret information to competitors. In addition, competitors may otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Furthermore, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially affect our business, operating results and financial condition. | 22 | | **We are subject to order and shipment uncertainties. Inaccuracies in our estimates of customer demand and product mix could negatively affect our inventory levels, sales and operating results.** We derive revenue primarily from customer purchase orders rather than long-term purchase commitments. To ensure the availability of our products, in some cases we start manufacturing based on forecasts provided by customers in advance of receiving purchase orders from them. In some cases, our supply chain has been affected by both tariffs and supply chain disruptions. Some of our products are manufactured according to our estimates of customer demand, which requires us to make demand forecast assumptions for every customer, and which may introduce significant variability into our aggregate estimate. We typically sell to channel partners and end users, and we consequently have limited visibility of future end-user demand, which could adversely affect our revenue forecasts and operating margins. Additionally, we sometimes receive soft commitments for larger order sizes which do not materialize. If we manufacture more products than we can sell to our customers or channel partners, we will incur losses and our results of operation and financial condition will be harmed. **Our sales and marketing efforts may be unsuccessful in maintaining and expanding existing sales channels, developing new sales channels and increasing the sales of our products.** To grow our business, we must add new customers for our products in addition to retaining and increasing sales to our current customers. Our ability to attract new customers will depend in part on the success of our sales and marketing efforts. There can be no guarantee that we will be successful in implementing our sales and marketing strategy. If suitable sales channels do not develop, we may not be able to sell certain of our products in significant volumes and our operating results, business and prospects may be harmed. **Our business would be adversely affected by the departure of members of our executive management team.** Our success depends, in large part, on the continued contributions of Fawad Maqbool, our Chairman, President and Chief Executive Officer. Although we have additional engineering, technical and sales personnel, the loss of Mr. Maqbools service could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate. **If we are unable to attract, train and retain qualified personnel, especially our design and technical personnel, we may not be able to effectively execute our business strategy.** Our future success depends on our ability to attract, retain and motivate qualified personnel, including our management, sales and marketing, finance and especially our design and technical personnel. We do not know whether we will be able to retain all these personnel as we continue to pursue our business strategy. As the source of our technical and product innovations, our design and technical personnel are a significant asset. The competition for qualified personnel in the New York area where we are headquartered constrains our ability to attract qualified personnel. The loss of the services of one or more of our key employees, especially of our key design and technical personnel, or our inability to attract, retain and motivate qualified personnel could have a material adverse effect on our business, financial condition and operating results. **We have material weaknesses in our internal accounting control over financial reporting and failure to remediate a material weakness in internal accounting controls could result in material misstatements in our financial statements.** Our management has identified material weaknesses in our internal control over financial reporting related to lack of segregation of duties resulting from our limited personnel and ineffective control over financial statement disclosure as controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements and has concluded that, due to such material weaknesses, our disclosure controls and procedures were not effective as of December 31, 2025 and 2024. We have identified certain steps necessary to address the material weaknesses, and we continue to implement the remedial procedures. However, if not remediated, or if we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock. | 23 | | **If we fail to implement proper and effective internal controls, our ability to produce accurate financial statements would be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price.** We must ensure that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis. We have tested our internal controls and identified material weaknesses and may find additional areas for improvement in the future. Remediating these material weaknesses will require us to hire and train additional personnel. Implementing any future changes to our internal controls may require compliance training of our directors, officers and employees, entail substantial costs to modify our accounting systems and take a significant period to complete. Such changes may not, however, be effective in establishing the adequacy of our internal control over financial reporting, and our failure to produce accurate financial statements on a timely basis could increase our operating costs and could materially impair our ability to operate our business. In addition, investors perceptions that our internal control over financial reporting is inadequate or that we are unable to produce accurate financial statements may materially adversely affect our stock price. **We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our common stock, restrict our operations or adversely affect our ability to operate our business.** If we need to raise additional funds due to material expenditures or if our operating results are worse than expected, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to holders of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital or declaring dividends, or which impose financial covenants on us that limit our ability to achieve our business objectives. If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives, our stock price may fall, and you may lose some or all your investment. **Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.** Cyber-attacks or other breaches of network or information technology (IT) security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorized access. Unauthorized use of company credentials or other information could compromise our systems and operations, materially adversely impact our financial condition and subject us to scrutiny and/or litigation from regulators and our customers. A failure to protect the privacy of customers and employee confidential data against breaches of network or IT security could result in damage to our reputation. **The unfavorable outcome of any future litigation or administrative action could negatively impact us.** Our financial results could be negatively impacted by unfavorable outcomes in any future litigation or administrative actions. We cannot ensure favorable outcomes in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could negatively impact our financial results. **Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues.** Our business is subject to various laws and regulations in the US and in the countries throughout the world in which we do business, including laws and regulations relating to commerce, intellectual property, trade, environmental, health and safety, commerce and contracts, privacy and communications, consumer protection, web services, tax and state corporate laws and securities laws, and specifically those conducting business of electronics, many of which are still evolving and could be interpreted in ways that could harm our business. There is no assurance that we will be completely effective in ensuring our compliance with all applicable laws and regulations. Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulation, may result in increased compliance costs, capital expenditures and other financial obligations for us and could affect our profitability or impede the production or distribution of our products, which could affect our net operating revenues. | 24 | | **Acquisitions may lead us to additional risks.** We may acquire or make investments in businesses, technologies or products, whether complementary or otherwise, to expand our business, if appropriate opportunities arise. There can be no assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms. If required, the financing for these transactions could result in an increase in our indebtedness, dilute the interests of our stockholders or both. The purchase price for some acquisitions may include additional amounts to be paid in cash in the future, a portion of which may be contingent on the achievement of certain future operating results of the business acquired. If the performance of any such acquired business exceeds such operating results, then we may incur additional charges and be required to pay additional amounts. Acquisitions, including strategic investments or alliances entail numerous risks, which may include: | | | difficulties in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses; | | | | | diversion of managements attention from our existing businesses; | | | | | | | | | | adverse effects on existing business relationships with suppliers and customers; | | | | | | | | | | adverse impacts of margin and product cost structures different from those of our current mix of business; and | | | | | | | | | | conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies. | | Many of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases in the amount of revenue expected, which could materially adversely impact our business, financial condition, and results of operations. In addition, even if we can successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all. All these factors could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial condition. **Our revenue and operating results can fluctuate from period to period.**We derive revenue primarily from customer purchase orders rather than long-term purchase commitments. Our revenue from period to period can significantly fluctuate for a variety of reasons, including, without limitation, our supply chain as well as receipt of customer orders. Such fluctuations may have a material adverse impact on the results of our operations. **We and/or certain of our current and former officers and directors, may face litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows.** We are subject to lawsuits, legal proceedings and claims in the normal course of our business, which can be expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. These proceedings and any other regulatory proceedings or actions may be time consuming, could cause us to incur significant defense costs and could damage our reputation or adversely affect our stock price. Any adverse ruling or unfavorable resolution in any legal or regulatory proceeding or action could have a material adverse effect on our business, operating results or financial condition. | 25 | | **Risks Relating to our common stock and our Series Rights** **If our business developments and achievements do not meet the expectations of investors or securities analysts or for other reasons the expected benefits do not occur, the market price of shares of our common stock and Series Rights traded on Nasdaq may decline.** If our business developments and achievements do not meet the expectations of investors or securities analysts, the market price of shares of our common stock and Series Rights traded on Nasdaq may decline. The trading price of shares of our common stock and Series Rights could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors mentioned in this Risk Factors section and elsewhere in this report could have a negative impact on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. **The price of shares of our common stock has fluctuated substantially and the price of our common stock could decline at a time when you want to sell your holdings.** The price of shares of our common stock has fluctuated substantially. Therefore, some investors who have purchased our common stock at high prices face the risk of losing a significant portion of their original investment if they have to sell at a time when the price of shares of our common stock has declined. For example, during the fourth quarter of 2024, and in particular the months of November and December 2024, the price of our common stock and trading volume significantly increased. During this period, we did not make any significant announcements other than our financial condition and results of operations for the three and nine months ended September 30, 2024. In addition, in early 2026 there was increased volume and price movement on several occasions. Accordingly, the market price of our common stock may fluctuate dramatically and may decline rapidly, irrespective of any developments in our business. In addition, the volatility of our stock price could cause other consequences including causing a short squeeze due to the difference in investment decisions by short sellers of shares of our common stock and buy-and-hold decisions of longer investors. An investment in securities can be risky, and you should invest in securities only if you can withstand a significant loss and wide fluctuations in the market value of your investment. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. Some factors that may cause the market price of shares of our common stock to fluctuate, in addition to the other risks mentioned in this Risk Factors section and elsewhere in this report, are: | | | sale of shares of our common stock by our stockholders; | | | | | exercise and sale of convertible securities including the Series Rights by holders; | | | | | volatility in trading volumes of our shares of common stock; | | | | | our ability to obtain financing to conduct and complete our business activities; | | | | | possible delays in the expected recognition of revenue due to lengthy and sometimes unpredictable sales timelines; | | | | | failures to meet external expectations or management guidance; | | | | | changes in our capital structure and future issuances of securities; | | | | | our ability to maintain NASDAQ listing requirements; | | | | | implementation of corporate actions and financings; | | | | | our cash position; | | | | | announcements and events surrounding financing efforts; | | | | | changes in general economic, political and market conditions in any area in which we conduct our business; | | | | | analyst research reports, recommendations and changes in recommendations, price targets, and withdrawals of coverage; | | | | | quarterly variations in our results of operations or those of our competitors; | | | | | delays in end-user deployments of products; | | | | | our ability to develop and market new and enhanced products on a timely basis; | | | | | commencement of, or our involvement in, litigation; | | | | | major changes in our Board of Directors or management, including the departure of Mr. Maqbool; | | | | | our failure to generate material revenues; | | | | | our public disclosure of the terms of any financing which we may consummate in the future; | | | | | cancellation of key contracts; | | | | | short selling activities; and | | | | | other events or factors, many of which may be out of our control. | | | 26 | | In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of shares of our common stock could decline for reasons unrelated to our business, financial condition and results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. Moreover, securities markets may from time-to-time experience significant price and volume fluctuations for reasons unrelated to operating performance of companies, such as rising inflation and interest rates, global economic uncertainty and political instability. These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us. **Future sales or perceived sales of our common stock could depress our stock price.** If the holders of our currently outstanding shares of common stock were to attempt to sell a substantial amount of their holdings at once, the market price of our common stock could decline. Moreover, the perceived risk of this potential dilution could cause stockholders to attempt to sell their shares and investors to short the common stock, a practice in which an investor sells shares that he or she does not own at prevailing market prices, hoping to purchase shares later at a lower price to cover the sale. As each of these events would cause the number of shares of our common stock being offered for sale to increase, our common stock market price would likely further decline. All these events could combine to make it very difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. **Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.** Our common stock has experienced, and is likely to experience, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time. **Provisions in our articles of incorporation and bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing stockholders.** Our articles of incorporation and bylaws contain provisions that may have the effect of making it more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our stockholders. For example, our articles of incorporation authorize our Board of Directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests. **The ability of Fawad Maqbool, our Chairman, to sell his stake in us and speculation about any such sale may adversely affect the market price of our common stock**. Mr. Maqbool owns a significant number of shares of our outstanding common stock, and he may sell any or all his shares at any time without approval by other stockholders. Speculation by the press, stock analysts, our stockholders or others regarding the intention of Mr. Maqbool to dispose of his shares could adversely affect the market price of our common stock. Moreover, the market price of our common stock may be adversely impacted by the fact that the public float of our common stock is relatively small. | 27 | | **Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he could influence actions requiring stockholder approval.** As of March 15, 2026, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 11.74% of our outstanding shares of common stock. As a result, Mr. Maqbool could significantly influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, Mr. Maqbool could influence the management and affairs of our company. Accordingly, any investors who purchase shares will likely be minority stockholders and as such will have little to no say in the direction of us and the election of directors. Additionally, this concentration of ownership might harm the market price of our common stock by: | | | delaying, deferring or preventing a change in corporate control; | | | | | impeding a merger, consolidation, takeover or other business combination involving us; or | | | | | | | | | | discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. | | **Because we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares**. We anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the increase, if any, of our share price that stockholders may be able to realize if they sell their shares. **You may experience future dilution because of future equity offerings and other issuances of our common stock or other securities. In addition, future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.** In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by you. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by you, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or securities convertible into common stock in future transactions may be higher or lower than the price per share you paid. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our stock incentive programs. In addition, the sale of any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares for sale will have on the market price of our common stock. **** **There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure which could result in the de-listing of our common stock and Series Rights.** The listing of our common stock and the Series Rights on The Nasdaq Capital Market is contingent upon our compliance with The Nasdaq Capital Markets conditions for continued listing. If we fail to meet any Nasdaq listing requirements, including the minimum bid price, satisfaction of minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders equity and certain corporate governance requirements, and do not regain compliance, we may be subject to delisting by Nasdaq. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event our common stock is no longer listed for trading on Nasdaq, our trading volume and share price may decrease and you may have a difficult time selling your shares of common stock. In addition, we may experience difficulties in raising capital which could materially adversely affect our operations and financial results. Further, delisting from Nasdaq markets could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees. Finally, delisting could make it harder for you and the Company to sell the securities and hard for us to raise capital. | 28 | | **We may have material developments during the exercise period of the Series Rights.** The Series A Rights and Series B Rights may be exercised commencing on their respective date of issuance and continuing until their expiration dates, respectively, July 18, 2026 for the Series A Rights and November 20, 2026 for the Series B Rights. The closing for the Series A Rights and the Series B Rights will occur promptly after the applicable expiration dates. We may have material developments during the exercise period. Because all exercises of Series Rights are irrevocable, holder should therefore consider carefully the timing of holders exercise of the Rights. All exercises of Series Rights are irrevocable, even if the holder subsequently learns information about us that the holder considers to be unfavorable. **The Series Rights are speculative in nature.** The Series Rights do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period. Specifically, commencing on the date of issuance, holders of the Series Rights may exercise their right to acquire the common stock and pay (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. After the respective expiration dates, any unexercised Series Rights will expire and have no further value. In addition, there can be no assurance that an active trading market for the Series Rights will develop. **Holders of the Series Rights issued in this offering will have no rights as holders of common stock until they exercise their Series Rights and acquire the common stock.** Until holders of the Series Rights issued in this offering acquire the shares of common stock upon exercise of such Series Rights, they will have no rights with respect to the shares of common stock issuable upon the exercise of such Series Rights. Upon exercise of the Series Rights and acquisition of the common stock, the holders thereof will be entitled to exercise the rights of the holders of our common stock only as to matters for which the record date occurs after the exercise date of the Series Rights. **The market price of common stock may never exceed the exercise price of the Series Rights.** The Series Rights will be exercisable commencing on their date of issuance and expiring on their respective expiration date. The exercise of the Series Rights is irrevocable and the closing for the Series Rights will occur after the expiration date of the respective Series Rights. The market price of common stock may never exceed the exercise price of the Series Rights prior to their date of expiration. Any Series Rights not exercised by their date of expiration will expire without residual value to holders. **During the period immediately following the expiration dates for the Series Rights, holder may not be able to resell any shares of common stock that holder acquires upon exercise of its Series Rights.** If holders exercise their Series Rights, holders may not be able to resell shares of common stock issued to holders upon the exercise of their Series Rights, until the holder (or its broker or other nominee) have received a book-entry representing the underlying shares. Although we will endeavor to issue the book entries promptly, there may be some delay between the applicable expiration date of the Series Rights and the time that we issue the book-entry statements. **Because holder of Series Rights may not revoke or change its exercise of the Series Rights, holder could be committed to buying shares above the prevailing market price at the time this offering is completed.** Once holder of Series Rights exercises its Series Rights, such holder may not revoke or change the exercise. The market price of our common stock may decline before the expiration date and closing of each Series Rights Offering. Each of the closings for the Series Rights will occur after the applicable expiration date. If the exercise of the Series Rights, and, afterwards, the market price of our common stock decreases below the applicable exercise price for the Series Right, holder will have committed to buying shares of our common stock at a price above the prevailing market price and could have an immediate unrealized loss. | 29 | | Our common stock is traded on The Nasdaq Capital Market under the symbol AMPG. The closing price of the common stock on March 23, 2026 was $2.56 per share. There can be no assurances that the market price of our common stock will equal or exceed the exercise price for the Series Rights at the time of exercise or at the expiration of this offering. **Because the Series Rights are executory contracts, they may have no value in bankruptcy or reorganization proceeding.** In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any then-unexercised Series Rights are executory contracts subject to rejection by us with the approval of a bankruptcy court. As a result, even if we have sufficient funds, holders may not be entitled to receive any consideration for their Series Rights or may receive an amount less than they would be entitled to if they had exercised their Series Rights prior to the commencement of any such bankruptcy or reorganization proceeding. **** **ITEM 1B. UNRESOLVED STAFF COMMENTS** None. **ITEM 1C. CYBERSECURITY** **Cybersecurity Risk Management and Strategy** The Company relies on internal information systems and third-party services for operational and financial processes, and these systems and services may experience disruptions, failures, or security incidents arising from inherent cybersecurity risks. While cybersecurity incidents have not materially affected the Company to date, these risks continue to evolve, and the Company may be exposed to operational or financial impacts from potential cybersecurity threats in the future. The Company may experience cybersecurity incidents affecting its internal or third-party systems, including unauthorized access, malware, or system and operational disruptions. Cybersecurity threats may originate from a range of sources, from isolated unauthorized access attempts to more complex attacks; the Companys controls continue to evolve, with additional measures planned. The Company maintains basic administrative and technical controls intended to address cybersecurity risks; however, these measures may not prevent all such incidents, and capabilities for prevention, detection, and response continue to develop. A cybersecurity incident could compromise sensitive information despite the controls in place. Cybersecurity risks are considered as part of broader operational risk discussions; however, formal integration into enterprise risk management is still developing. Cybersecurity risks are reviewed periodically in the context of overall operational risk, with plans to formalize annual cybersecurity risk assessment processes. When heightened risks are identified, responsibility for identified risks is managed by designated personnel, with enhanced tracking and documentation processes currently in development. **Cybersecurity Governance** The Board of Directors has delegated oversight of cybersecurity risk management, strategy, and governance to executive management, including the Companys CEO, CFO, and COO. Cybersecurity concerns, operational issues, and risk considerations are discussed with executive management on an informal basis as needed; formal reporting processes to the Board are developing. Senior management does not hold formal cybersecurity certifications; oversight relies on operational experience and support from information technology specialists to assist in managing relevant risks, with plans to utilize certified external consulting. The Company has conducted limited penetration testing within the past year; however, this is not part of a formal recurring program. Cybersecurity incidents are reported to executive management and material incidents are reviewed by the Board of Directors as appropriate, though formal reporting and assessment procedures are developing. The Company has initiated efforts to develop a formal Information Security Management System aligned with ISO/IEC 27001, and this initiative is in the early stages. Notwithstanding the Companys ongoing efforts to enhance its cybersecurity program, the Company may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect. The Company maintains cybersecurity insurance; however, coverage may not fully align with its risk exposure or address all potential incidents or losses. | 30 | | **ITEM 2. PROPERTIES** On December 15, 2021, the Company assumed the SSM lease agreement of approximately 11,500 square feet of office and warehouse space in San Jose, CA, with the same terms and conditions. Effective February 1, 2020, the lease term was originally intended to expire on January 31, 2025, with a base rent of $24,234 for the first 12 months and increases by approximately 3% every year. On September 6, 2024, the lease was amended extending the lease term to March 31, 2030 while maintaining the base rent of $24,234 and 3% increases for each year thereafter. Since April 1, 2022, our principal executive office consisting of approximately 20,000 square feet has been located at 155 Plant Avenue, Hauppauge, NY. The property at this location is leased by the Company at a monthly rental expense of $28,854 for a term of seven years and two months. The yearly base rent of $346,248 shall increase at a rate of 2.75% per year to begin on the first anniversary of the lease commencement date and each year thereafter. In the event the landlord decides to sell the property, the Company shall have the right of first offer to purchase subject property. Our wholly owned subsidiary, AmpliTech, Inc., and the Companys divisions, Specialty Microwave and AGTGSS, also operate out of our principal executive office. This property is used for administrative offices and for manufacturing. On January 15, 2024, the Company entered a triple net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five years and one month. The yearly base rent of $53,675 shall increase at a rate of 2.5% per year to begin on the first anniversary lease commencement date and each year thereafter. The first months rent shall be abated following the commencement lease date. Upon lease execution, the Company paid two months of rent as a security deposit and one months rent totaling $17,999. The Company moved into the new facility on August 1, 2024. As of December 31, 2025, all the facilities described above were in good operating condition, well maintained and in regular use. We believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future. **ITEM 3. LEGAL PROCEEDINGS** There are no pending legal proceedings to which we are a party or of which any of our property is the subject. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigations are subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time and harm our business. **ITEM 4. MINE SAFETY DISCLOSURES** Not applicable. | 31 | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market Information** Our common stock has been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbol AMPG and commenced trading on the NASDAQ on February 17, 2021. 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. **Holders of Record of Common Stock** As of March 23, 2026, there were approximately 47 holders of record of our common stock. This does not reflect the number of people or entities who held stock in nominee or street name through various brokerage firms. **Dividend Policy** In connection with the Rights Offering, the Company distributed in the form of a dividend, at no charge, transferable Unit Subscription Rights. We have never declared or paid cash dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our Board of Directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our Board of Directors. **Recent Sales of Unregistered Securities** Unregistered securities sold by the Company during the period covered by this report have been previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K. **Purchases of Equity Securities** None. **Equity Compensation Plan Information** The following table summarizes information about our equity compensation plans as of December 31, 2025: | | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted-average price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | | (a) | | | (b) | | | (c) | | | | Equity compensation plans approved by security holders (1) | | | 1,254,000 | | | $ | 2.29 | | | | 3,487,375 | | | | Equity compensation plans not approved by security holders | | | - | | | | - | | | | - | | | | Total | | | 1,254,000 | | | $ | 2.29 | | | | 3,487,375 | | | | (1) | Represents shares of common stock reserved for issuance under the Amended and Restated Plan. | | | | | | 32 | | **ITEM 6. [RESERVED]** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *This Managements Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in Item 8. Financial Statements and Supplementary Data.* **Forward-Looking Statements** In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See Forward-Looking Statements. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors. **Business Overview** AmpliTech was incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Companys divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (AGMDC) and AmpliTech Group True G Speed Services (AGTGSS). AmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of Radio Frequency (RF) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (LNA), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more. On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc. (SSM), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA. In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (MMIC) chip design center, in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages. In August 2022, we formed our AGTGSS division to enable true G speeds to the industry. AGTGSS main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTechs low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. | 33 | | On March 26, 2025, we entered into the Titan APA with Titan and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology, or 5G ORAN radio products. The aggregate purchase price for the assets was $8,000,000, which consisted 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. 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, or the Second Milestone. The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025. 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. The Companys research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products, cryogenic amplifiers and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets. **Recent Developments** **Amendment to Amended and Restated 2020 Equity Incentive Plan** On October 1, 2025, the Companys Board unanimously approved, an Amendment to the Amended and Restated Plan to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000. On December 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders. As of December 31, 2025, all outstanding stock options were issued according to the Companys Amended and Restated Plan, and there remains 3,487,375 shares of common stock available for future issuance under the Amended and Restated Plan. **Rights Offering** In October 2025, the Company commenced the Rights Offering pursuant to which it distributed in the form of a dividend, at no charge, transferable Unit Subscription Rights, entitling holders of Companys 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 at the Unit Subscription Price. Each Unit consisted of one share of common stock, one Series A right and one Series B Right. 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. On January 14, 2026, the Company closed on the Unit Subscription Rights, 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 approximately $8,103,909 after deducting fees and expenses of Moody Capital, as placement agent, and our other estimated offering expenses. | 34 | | In connection with the Rights Offering, the Company entered into a Dealer Manager Agreement. Pursuant to the Dealer Manager Agreement, the Company agreed to pay Moody Capital a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million but less than $20 million, the Company agreed to pay Moody Capital a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, the Company agreed to pay Moody Capital a cash fee equal to 5.0%. The Company also paid Moody Capital an out-of-pocket accountable expense allowance of $35,000. **Registered Direct Offering** On January 26, 2026, the Company entered into the Purchase Agreement with the Purchasers pursuant to which we agreed to sell in the offering, or the Offering, 2,230,00 Units (Units) at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right and one Series B Right. The Series Rights provided the Purchasers substantially the same rights and entitlements as those Series A Rights and Series B Rights issued in connection with the Rights Offering. The Offering closed on January 27, 2026, resulting in the issuance of 2,230,000 shares of common stock, and Series A Rights to purchase an aggregate of 2,230,000 shares of common stock at $5.00 per share, and Series B Rights to purchase an aggregate of 2,230,000 shares of common stock at $6.00 per share. The net proceed to the Company from the sale of the Units in the Offering was approximately $8,319,873 after deducting the placement agents fees and other estimated offering expenses payable by the Company. In connection with the Offering, on January 26, 2026, the Company entered into the Placement Agency Agreement with the Placement Agent, pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.0% of the aggregate gross proceeds received by the Company from the sale of the sale of the Units and the exercise of the Series Rights in the Offering. The Company also agreed to reimburse the Placement Agent for up to $15,000 in accountable expenses, including the Placement Agents legal counsels fees. **Listing of Series A Rights and Series B Rights on NASDAQ** **** 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. 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 Companys Oran radios. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. As of March 23, 2026, the Company has received a total of approximately $5MUS in funded purchase orders from our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders into 2027. **Results of Operations** As of December 31, 2025, the Company had a working capital of $10,157,641 and an accumulated deficit of $28,019,282. As of December 31, 2024, the Company had a working capital of $26,795,745 and an accumulated deficit of $21,012,127. The Company recorded a net loss of $7,007,155 and $11,242,404 for the years ended December 31, 2025 and December 31, 2024, respectively. | 35 | | **For Years Ended December 31, 2025 and December 31, 2024** *Revenues* Sales increased from $9,508,372 for the year ended December 31, 2024 to $25,195,930 for the year ended December 31, 2025, an increase of $15,687,558 or approximately 164.99%. The increase was driven primarily by the Companys asset acquisition in April 2025, which transformed the Companys revenue base and added a significant new revenue stream in 5G infrastructure products. As a direct result of the asset acquisition, the Company began fulfilling purchase orders for customized 5G ORAN radio products for a major telecommunications provider. This customer represented 42.86% of total revenues for the year ended December 31, 2025, or $10,797,628 in revenues and was not a customer of the Company prior to the asset acquisition. Management has secured new purchase orders from this customer for 2026 and is actively working to expand this relationship. Management believes other major MNOs will follow suit for their customized requirements, as well. The Companys ability to sustain and grow revenue from this customer in future periods is dependent on the continued execution of new purchase orders, and management is focused on expanding this relationship as the Company transitions 5G radio fulfillment to its own dedicated production line. However, there can be no assurance that this customer will continue to place orders at historical levels or at all, and the loss of this customer would have a material adverse effect on the Companys revenues and results of operations. The asset acquisition materially changed the Companys customer concentration profile year-over-year. In 2024, the Companys largest customer represented approximately 13.97% of revenue through the Spectrum division. Revenues from this customer decreased from $1,327,942 in 2024 to approximately $830,521 in 2025. Excluding the impact of the asset acquisition and related revenues, the Company also experienced organic growth across its core product lines during 2025, including its Low Noise Amplifier (LNA), Low Noise Block (LNB), and legacy 5G product lines, as well as a rebound in the Asian markets served by the Spectrum division. This organic growth reflects continued strong demand from telecommunications and satellite communications customers, expansion in 5G infrastructure projects, and new product launches in high-growth segments. Management continues to focus on product innovation, expanding its customer base, and reducing customer concentration risk through new relationships in the 5G infrastructure, satellite communications, and quantum computing markets. *Cost of Goods Sold and Gross Profit* Cost of goods sold increased to $19,165,917 in 2025 from $6,023,265 in 2024, an increase of $13,142,652 or approximately 218.20%. The increase is directly attributable to the addition of 5G radio product revenues following the asset acquisition in April 2025. The 5G radio product line carries a lower gross margin profile than the Companys legacy LNA/LNB business, as the 2025 fulfillment of purchase orders that were in process at the time of the acquisition were fulfilled through the existing supply chain arrangement under a transitional model. During 2025, the Company sourced and delivered the 5G radios through the existing contract manufacturer, resulting in compressed margins relative to the Companys legacy product lines. Gross profit was $6,030,013 for 2025 compared to $3,485,107 for 2024, an increase of $2,544,906 or 73.02%. Gross profit as a percentage of sales decreased to 23.93% from 36.65%, reflecting the impact of product mix rather than pricing deterioration or cost overruns in the legacy business. Specifically, the gross margin attributable to the addition of 5G radio revenues, which represented approximately 47.67% of total 2025 revenues. The Companys legacy LNA/LNB and Spectrum businesses maintained margins consistent with historical levels. As the Company transitions 5G radio fulfillment to its own dedicated production line, which became operational in 2026, management expects the gross margin profile of the 5G product line to improve materially as per-unit costs are reduced. Combined with the continued contribution of the higher-margin LNA/LNB product lines and economies of scale as 5G volumes increase, management expects the blended consolidated gross margin to improve in 2026 and beyond. *Selling, General and Administrative Expenses* Selling, general and administrative expenses increased to $10,662,741 in 2025 from $7,856,471 in 2024, an increase of $2,806,270, or approximately 35.72%. The Company experienced an increase in salaries and payroll taxes, professional fees, amortization expense, insurance expense and trade show expenses. *Intangible asset impairment* As of December 31, 2024, intangible assets, consisting of trade name, customer relationships and intellectual property related to the purchase of Specialty Microwave were deemed impaired in the amount of $467,928. *Research and Development Expenses* Research and development expenditures are charged to operations as incurred. The major components of research and development costs include employee salaries and benefits, consultants, outside service, and supplies. The Companys research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products, LNBs and MMIC designs has progressed significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial markets. Research and development costs for the years ended December 31, 2025 and 2024 were $2,687,176 and $3,590,695 respectively. Research and development expenses have decreased by $903,519, or by 25.16%, mainly attributable to the completion of our massive MIMO 64T64R Oran Cat B radio network. The Massive MIMO, 64T64R ORAN, CAT B Radio Network is expected to become the companys flagship product. With 16 Layers DL/ 8 Layers UL, CSI-RS and SRS beamforming capabilities and beam steering technology, this radio provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications, as demonstrated by the O-RAN compliance certificate issued by an OTIC center under the guidance of the O-RAN Alliance, promoting openness and interoperability in radio access networks. | 36 | | *Loss From Operations* As a result of the above, the Company has a loss from operations of $7,319,904 and $8,429,987 for the years ended December 31, 2025 and 2024, respectively. *Other Income (Expenses)* As a result of the fraudulent digital currency transactions during the year ended December 31, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets. In 2024, Spectrum was able to reclaim $716,943 of gold contained in its obsolete/slow moving inventory. Realized gain on investments, resulting from the redemption of treasury bills, was $36,016 and $26,746 for the years ended December 31, 2025 and 2024. Interest income, net for the year ended December 31, 2025 was $160,313. Interest expense, net for the year ended December 31, 2024 was $292,195. Interest expense increased in 2024 because of the debt financing obtained during the year with Altbanq. The outstanding obligation under the loan was paid in full as of December 31, 2024. *Net Loss* The Company reported a net loss of $7,007,155 and $11,242,404 in 2025 and 2024, respectively. **Liquidity and Capital Resources** **Operating Activities** **** The net cash used in operating activities for the year ended December 31, 2025 was $8,683,707, resulting primarily from net loss, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liabilities. **** The net cash used in operating activities for the year ended December 31, 2024 was $5,295,714, resulting primarily from net loss, the impairment of intangible assets and the loss on investment of digital assets, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liabilities. **Investing Activities** **** The net cash used in investing activities for the year ended December 31, 2025 was $5,755,710 for the purchase of property and equipment, the purchase of intangible assets and intangible asset acquisition. The net cash used in investing activities for the year ended December 31, 2024 was $3,291,831 for the purchase of property and equipment and the net investment in marketable securities. **Financing Activities** The net cash provided by financing activities for the year ended December 31, 2025 was $6,808,828, a result of the rights offering subscription proceeds held in escrow and from the exercise of stock options offset by the repayment of finance lease obligations. The net cash provided by financing activities for the year ended December 31, 2024 was $21,177,516, a result of the proceeds received from the registered direct offerings and net proceeds received from notes payable offset by the repayment of finance lease liabilities and notes payable. As of December 31, 2025, we had cash and cash equivalents of $4,981,091, rights offering subscription proceeds in escrow of $6,704,304, working capital of $10,157,641 and an accumulated deficit of $28,019,282. We intend to continue to finance our internal growth with cash on hand and cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. We believe that our cash provided from operations, cash on hand as of the date of this Report will provide enough working capital to fund our operations for the next twelve months. | 37 | | **Critical Accounting Policies, Estimates and Assumptions** The SEC defines critical accounting policies as those that are, in managements view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates. The discussion and analysis of our financial condition and results of operations is based upon our financial statements that 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, the impairment analysis of intangible assets and goodwill, the valuation of stock-based compensation, 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. We cannot predict what future laws and regulations might be passed that could have a material effect on the results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary. *Long-Lived Assets* The Company reviews the carrying value of long-lived assets such property and equipment, right-of-use (ROU) assets, and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. During December 31, 2025 and 2024, there were no indicators of impairment. *Goodwill and Indefinite-Lived Intangible Assets* We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair value of net tangible and identifiable intangible assets acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative assessment, based on managements judgment. If we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount of the reporting unit and indefinite-lived assets exceed their fair value, the reporting unit and indefinite-lived assets are considered to be impaired, and an impairment charge is recognized for the difference. We estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets. | 38 | | **Off Balance Sheet Transactions** As of December 31, 2025, we did not have any off-balance sheet arrangements. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** The financial statements required by this item begin on page F-1 with the index to financial statements followed by the financial statements. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM 9A. CONTROLS AND PROCEDURES** **Evaluation of Disclosure Controls and Procedures** Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As a result of this evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. **Managements Annual Report on Internal Control Over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Management has evaluated the effectiveness of our internal control over financial reporting based on criteria established in *Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission*. As a result of this assessment, management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below. As a smaller reporting company, we are not required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm in this report. | 39 | | Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes policies and procedures that: | | | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | | | | | provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and our board of directors; and | | | | | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. | | **Material Weaknesses in Internal Control over Financial Reporting** **** We identified material weaknesses in our internal controls over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified include: | | | We do not have written documentation of our internal control policies and procedures, including written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; | | | | | | | | | | We failed to maintain a sufficient complement of personnel in our accounting and reporting department to ensure adequate segregation of duties such that appropriate review and monitoring of its financial records are executed; and | | | | | | | | | | We did not design and maintain effective internal controls related to our information technology general controls in the areas of user access and program change management over certain information technology systems that support our financial reporting processes. | | **Material Weakness Remediation** Our management, with the oversight of our audit committee, has initiated steps and plans to take additional measures to remediate the underlying causes of the material weakness. It is possible that we may determine that additional remediation steps will be necessary in the future. The Companys remediation plan at December 31, 2025 included the following actions: | | | increasing personnel resources and technical accounting expertise within the accounting function; | | | | | | | | | | until we have sufficient technical accounting resources, we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP; | | | | | | | | | | engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified; and | | | | | | | | | | we have initiated efforts to develop formal written documentation of our internal control policies and procedures and accounting processes. | | We will continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weaknesses. We believe that our remediation plan will be sufficient to rectify the identified material weaknesses and strengthen our internal control over financial reporting. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. **Changes in Internal Control over Financial Reporting** Except for the foregoing, there were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report. **ITEM 9B. OTHER INFORMATION** None. **ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.** Not applicable. | 40 | | **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** Our current executive officers and directors are as follows: | Name | | Age | | Position | | | | | | | | | | Fawad Maqbool | | 65 | | Chairman, President, Chief Executive Officer, Treasurer, Director | | | Louisa Sanfratello | | 60 | | Chief Financial Officer and Secretary, Director | | | Jorge Flores | | 58 | | Chief Operating Officer | | | Andrew Lee | | 42 | | Director | | | Daniel Mazziota | | 88 | | Director | | | Shailesh Sonny Modi | | 63 | | Director | | A brief description of the background and business experience of our executive officer and directors for the past five years is as follows: **Fawad Maqbool**, has served as the Companys President, Chief Executive Officer and Chairman of the Board of Directors since founding AmpliTech, Inc. in 2002. Prior to founding AmpliTech, Inc., Mr. Maqbool was the President of Aeroflex Amplicomm, Inc. for 2000 and 2001. His duties included, among other things, overseeing the design and development of amplifiers specifically for fiber optic communication applications. Mr. Maqbool was with MITEQ, Inc. from 1987 through to 1999 where he began as an Engineering Group Leader and ultimately held the title of Department Head responsible for a staff of thirty-two consisting of engineers, technicians, assemblers and support personnel. His professional career began with the Hazeltine Corporation in 1983 where he was a Microwave Design Engineer through 1986. Mr. Maqbool received a bachelors degree in electrical engineering (major in microwaves and RF) and biomedical engineering from the City College of New York. He subsequently earned a masters degree in electrical engineering (major in microwaves and RF) from Polytechnic University, now the New York University Tandon School of Engineering. Through his prior service, Mr. Maqbool possesses the knowledge and experience in microwaves and RF electrical engineering that aids him in efficiently and effectively identifying and executing the Companys strategic priorities. As our Chief Executive Officer, Chairman and founder, Mr. Maqbool brings to the Board of Directors extensive knowledge of the Companys products, structure, history, and culture as well as years of expertise in the industry. **Louisa Sanfratello**, CPA, has been an accountant, servicing numerous clients in various industries since 1987. Her professional career began with the public accounting firm of Holtz Rubenstein & Co, where she gathered audit experience for several years and moved on to more challenging positions in both the public and private sector. She served as a Controller for The New Interdisciplinary School for over 10 years. Her responsibilities included overseeing the accounting department in addition to working directly with the NYS Department of Education. Ms. Sanfratello was also employed by the Make A Wish Foundation of Suffolk County as chief accountant working directly with the President and CFO. She joined AmpliTech, Inc. in 2012 as Chief Financial Officer, where she manages the companys finances and SEC filings. Her responsibilities also include assisting the Chief Executive Officer in developing new business, maintaining operating budgets and ensuring adequate cash flow. Ms. Sanfratello was appointed to the Board of Directors for her extensive knowledge of the Companys products and her financial and accounting expertise. **Jorge Flores** joined AmpliTech at the end of March in 2021 as Executive Director of Operations, bringing with him over 30 years of combined operations and program management experience. Prior to joining AmpliTechs executive leadership team, Mr. Flores held various leadership roles at Comtech Telecommunications, a Nasdaq listed corporation with over 2,000 employees and revenues of over $600,000,000. Previous management roles included Director of Program Management Office, Business Unit Manager and Supply Line Management. Mr. Flores holds an MBA with concentration in Operations Management and Leadership from Dowling NY and, a BS in Business Administration, Major in Operations Management from NYIT. Mr. Flores was promoted to Chief Operating Officer effective February 21, 2022. As Chief Operating Officer, Mr. Flores leads critical initiatives to further streamline operations, drive growth, and take ownership of creating an enhanced experience for AmpliTechs valued customers. **Andrew Lee** has served as a director of the Company since January 2021. Mr. Lee serves as the chairman of the Audit Committee. Mr. Lee is a licensed CPA and holds his MBA degree from Washington State University. Mr. Lee received his Bachelor of Business Administration, with concentrations in Finance and Accounting, from Walla Walla University. Mr. Lee is currently serving as CFO of Scythe Robotics. Prior to joining Scythe Robotics, Mr. Lee served as CFO of RealWear and Ryonet Corporation, a high-growth firm in Vancouver, Washington. Mr. Lees finance and accounting experience qualifies him to serve on our board of directors. | 41 | | **Daniel Mazziota** has served as a director of the Company since January 2021. He serves as the chairman of the Compensation Committee. Mr. Mazziota founded Microwave Power Devices, Inc. in 1967, which he sold in 1980 to Macom Technology Solutions, a Nasdaq listed developer and producer of radio, microwave, and millimeter wave semiconductor devices and components. He served as the President of Microwave Power Devices, Inc. until his retirement in 1988. He has served as president of IDM Consulting since 1965. IDM Consulting provides consulting services to the microwave component and sub system industry. He received his BEE and MSEE degrees from New York Polytechnic Institute and is a fellow of the Institute. Mr. Mazziotas microwave component and subsystem industry experience qualifies him to serve on our board of directors. **Shailesh Sonny Modi** has served as a director of the Company since January 2025. Mr. Modi has served as chief financial officer and treasurer of ShelterPoint Life Insurance Company (ShelterPoint) since December 2015 and was instrumental in leading the successful sale of ShelterPoint to Protective Life Insurance Company in 2024. Prior to ShelterPoint, Mr. Modi served as senior vice president of Global Insurance Strategic Planning & Analysis at Aspen Insurance Holdings from April 2014 to June 2015. Earlier in his career, he spent 10 years at Deloitte & Touche LLP, focusing on financial services and participating in initial public offerings. Mr. Modi holds a B.S. in Accounting and an MBA in Finance & Computer Systems from New York University. He has served on various boards, including InRoads and the Insurance Accounting and Systems Association (IASA), and has been involved in volunteer organizations such as the Boy Scouts of America. Mr. Modis finance and accounting experience qualifies him to serve on our board of directors. **Term of Office** Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our executive officers are appointed by our Board of Directors and hold office until removed by the Board of Directors. **Family Relationships** There are no family relationships between any of our directors or executive officers. **Involvement in Certain Legal Proceedings** To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. **Potential Conflicts of Interest** We are not aware of any current or potential conflicts of interest with our directors or executive officers. **Board Committees** Effective January 20, 2021, we formed an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is comprised of our three independent directors. Mr. Modi is the chairman of the Nominating and Corporate Governance Committee. Mr. Lee is the chairman of the Audit Committee and Mr. Mazziota as the chairman of the Compensation Committee. Mr. Lees finance and accounting experience qualifies him as the audit committee financial expert. *Independence* Our Board of Directors has determined that each of Mr. Modi, Mr. Lee and Mr. Mazziota is independent within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules and the rules and regulations promulgated by the SEC. In making its independence determinations, the Board of Directors sought to identify and analyze all of the facts and circumstances related to any relationship between a director, his or her immediate family and our company and our affiliates and did not rely on categorical standards other than those contained in the Nasdaq rule referenced above. Our Board of Directors has determined that Mr. Modi, Mr. Lee and Mr. Mazziota meet the additional test for independence for audit committee members imposed by SEC regulations and Section 5605(c)(2)(A) of the Nasdaq Stock Market listing rules and that Mr. Modi, Mr. Lee and Mr. Mazziota meet the additional test for independence for compensation committee members imposed by Section 5605(d)(2)(A) of the Nasdaq Stock Market listing rules. | 42 | | *Audit Committee* The primary purpose of our audit committee is to assist our Board of Directors in the oversight of the integrity of our accounting and financial reporting process, the audits of our consolidated financial statements, and our compliance with legal and regulatory requirements. The functions of our audit committee include, among other things: | | | hiring an independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and monitoring its independence and performance; | | | | | reviewing and approving the planned scope of the annual audit and the results of the annual audit; | | | | | pre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm; | | | | | reviewing the significant accounting and reporting principles to understand their impact on our consolidated financial statements; | | | | | reviewing our internal financial, operating and accounting controls with management, our independent registered public accounting firm and our internal audit provider; | | | | | reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements; | | | | | periodically reviewing and discussing with management the effectiveness and adequacy of our system of internal controls; | | | | | in consultation with management and the independent auditors, reviewing the integrity of our financial reporting process and adequacy of disclosure controls; | | | | | reviewing potential conflicts of interest under and violations of our code of conduct; | | | | | establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters; | | | | | reviewing and approving related-party transactions; and | | | | | reviewing and evaluating, at least annually, our audit committees charter. | | With respect to reviewing and approving related-party transactions, our audit committee will review related-party transactions for potential conflicts of interest or other improprieties. Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and Board of Directors membership. Our audit committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to this committee or the full Board of Directors any potential conflict of interest or personal interest in a transaction that our Board of Directors is considering. Our executive officers are required to disclose any related party transaction to the audit committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself or herself from participating in any related deliberation or decision. Whenever possible, the transaction should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical. The financial literacy requirements of the SEC require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, at least one member of our audit committee must qualify as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act and have financial sophistication in accordance with the Nasdaq Stock Market listing rules. Our Board of Directors has determined that Mr. Lee qualifies as an audit committee financial expert. Both our independent registered public accounting firm and management periodically meet privately with our audit committee. Our audit committee charter is available on our website at www.amplitechgroup.com under *About UsGovernance Documents*. | 43 | | *Compensation Committee* The primary purpose of our compensation committee is to assist our Board of Directors in exercising its responsibilities relating to compensation of our executive officers and employees and to administer our equity compensation and other benefit plans. In carrying out these responsibilities, this committee reviews all components of executive officer and employee compensation for consistency with its compensation philosophy, as in effect from time to time. The functions of our compensation committee include, among other things: | | | designing and implementing competitive compensation, retention and severance policies to attract and retain key personnel; | | | | | reviewing and formulating policy and determining the compensation of our Chief Executive Officer, our other executive officers and employees; | | | | | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; | | | | | reviewing and evaluating our compensation risk policies and procedures; | | | | | administering our equity incentive plans and granting equity awards to our employees, consultants and directors under these plans; | | | | | administering our performance bonus plans and granting bonus opportunities to our employees, consultants and non-employee directors under these plans; | | | | | if required from time to time, preparing the analysis or reports on executive officer compensation required to be included in our annual proxy statement; | | | | | engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and | | | | | reviewing and evaluating, at least annually, our compensation committees charter. | | The compensation committee retains sole authority to hire any compensation consultant, approve such consultants compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. The compensation committee reviews our compensation policies and practices for all employees, including our named executive officers, as they relate to risk management practices and risk-taking incentives to assess and determine that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on us. Our compensation committee charter is available on our website at www.amplitechgroup.com under *About UsGovernance Documents*. *Nominating and Corporate Governance Committee* The primary purpose of our nominating and corporate governance committee is to assist our Board of Directors in promoting the best interest of our company and our stockholders through the implementation of sound corporate governance principles and practices. The functions of our nominating and corporate governance committee include, among other things: | | | identifying, reviewing and evaluating candidates to serve on our Board of Directors; | | | | | determining the minimum qualifications for service on our Board of Directors; | | | | | developing and recommending to our Board of Directors an annual self-evaluation process for our Board of Directors and overseeing the annual self-evaluation process; | | | | | developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our Board of Directors any changes to such principles; and | | | | | periodically reviewing and evaluating our nominating and corporate governance committees charter. | | Our nominating committee charter is available on our website at www.amplitechgroup.com under *About UsGovernance Documents*. **Board of Directors Diversity** Our Board of Directors is committed to fostering a diversity of backgrounds and perspectives so that our Board of Directors positions our company for the future. The members of our Board of Directors represent a mix of ages, genders, races, ethnicities, geographies, cultures, and other perspectives that we believe expand our Board of Directors understanding of the needs and viewpoints of our partners, employees, stockholders, and other stakeholders. | 44 | | **Director Candidates** Our Board of Directors has a critical role in guiding our strategic direction and overseeing the management of our business, and accordingly, we seek to attract and retain highly qualified directors who have sufficient time to engage in the activities of our Board of Directors and to understand and enhance their knowledge of our industry and business plans. In evaluating the suitability of individual candidates, our Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity; ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; experience relevant to our industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of our operations; diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The core competencies of directors should address accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning. Our Board of Directors evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Our Board of Directors will consider candidates for director recommended by stockholders, so long as such recommendations comply with our Articles of Incorporation, Bylaws, nominating and corporate governance committee charter and applicable laws, rules and regulations, including those promulgated by the SEC. Our Board of Directors will evaluate such recommendations in accordance with our Bylaws and our policies and procedures for director candidates, including our corporate governance guidelines. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact us in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholders ownership of our common stock and a signed letter from the candidate confirming willingness to serve on our Board of Directors. **Stockholder Communications** Although we do not have a formal policy regarding stockholder communications with our Board of Directors, stockholders may communicate with our Board of Directors, or any individual director on our Board of Directors, by writing to us at the address of our principal executive offices, addressing the communication to the attention of our Chief Executive Officer, and specifying the Board of Directors or, if applicable, the individual member thereof as the intended recipient of the communication. Our Corporate Secretary will forward to the directors all communications that, in his judgment, are appropriate for consideration by the directors. Examples of communication that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the stockholders, to the functioning of the Board of Directors or to the affairs of our Company. Any correspondence received that is addressed generically to the Board of Directors will be forwarded to the Chairman of the Board of Directors. **Board Leadership Structure and Role in Risk Oversight** The Board of Directors does not have a formal policy on whether or not the roles of Chairman of the Board and Chief Executive Officer should be separate and believes that it should retain the flexibility to make this determination in the manner it believes will provide the most appropriate leadership for our company from time to time. Currently, Fawad Maqbool serves as Chairman of the Board and Chief Executive Officer. We do not have a lead independent director. Mr. Maqbool sets the strategic direction for the company and provides day-to-day leadership. As Chairman of the Board of Directors, Mr. Maqbool further oversees the agenda for board meetings in collaboration with the other board members. Our Board believes that it is in the best interest of the company and its stockholders for Mr. Maqbool to serve in both roles at this time given his knowledge of our company and industry. We believe that this structure provides appropriate leadership and oversight of the company and facilitates effective functioning of both management and our Board of Directors. Our Board of Directors will continue to reassess the structure to determine what is in the best interests of the Company and stockholders. | 45 | | The Board of Directors oversees our exposure to risk through its interaction with management and receipt from management of periodic reports outlining matters related to financial, operational, regulatory, legal and strategic risks. Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board of Directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies and presents the steps taken by management to mitigate or eliminate such risks. **Code of Conduct** We have adopted a Code of Ethics and Business Conduct that applies to all our directors, officers (including our Chief Executive Officer, Chief Financial Officer and any person performing similar functions) and employees. We have made our Code of Business Conduct and Ethics available on our website at the following address: www.amplitechgroup.com under About UsGovernance Documents. We expect that any future amendments to our Code of Ethics and Business Conduct, or any waivers of its requirements, will be disclosed on our website. **Clawback Policy** To comply with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5608 applicable to incentive-based compensation for executive officers of listed companies, in November 2023, the Board adopted a Policy for the Recovery of Erroneously Awarded Compensation (the Clawback Policy) with an effective date of October 2, 2023. Current executive officers of the Company have agreed in writing to the terms and conditions of the Clawback Policy. Under the Clawback Policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the federal securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Companys current and former executive officers. Administration of the Clawback Policy will be by the Compensation Committee of the Company. **** **Hedging Transactions** Our Insider Trading Policy prohibits insiders from buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Companys Securities or an opportunity, direct or indirect, to profit from any change in the value of the Companys securities or engage in any other hedging transaction with respect to the Companys securities, at any time, with the exception of the Companys tradeable warrants. **Director Compensation** Persons serving as both an officer and a director of the Company are only included in the Executive Compensation Table for the years ended December 31, 2025 and 2024: | Name | | Fiscal Year | | Fees earned or paid in cash ($) | | | Stock awards ($) | | | Option awards ($) | | | Non-equity incentive plan compensation ($) | | | Nonqualified deferred compensation earnings ($) | | | All other compensation ($) | | | Total ($) | | | | Matthew Kappers(1) | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | 30,000 | | | | | | | | | | | | | | | | | | | | 30,000 | | | | Andrew Lee | | 2025 | | | | | | | 46,200 | | | | | | | | | | | | | | | | | | | | 46,200 | | | | | | 2024 | | | | | | | 30,000 | | | | | | | | | | | | | | | | | | | | 30,000 | | | | Daniel Mazziota | | 2025 | | | | | | | 46,200 | | | | | | | | | | | | | | | | | | | | 46,200 | | | | | | 2024 | | | | | | | 30,000 | | | | | | | | | | | | | | | | | | | | 30,000 | | | | Shailesh Sonny Modi(1) | | 2025 | | | | | | | 46,200 | | | | | | | | | | | | | | | | | | | | 46,200 | | | | (1) | Mr. Kappers resigned as the director of the Company on January 17, 2025. Upon Mr. Kappers resignation, Mr. Modi was appointed as a director of the Company on January 17, 2025. | | | 46 | | On December 19, 2024, the Company granted restricted stock awards under the Companys Amended and Restated Plan to Messrs. Kappers, Lee and Mazziota an aggregate of 45,000 shares of common stock (15,000 each) valued at $90,000. These restricted stock awards were vested immediately. On January 20, 2025, the Company entered into a standard form of director agreement (the Director Agreement) with each of the foregoing independent directors: Mr. Andrew Lee, Mr. Daniel Mazziota and Mr. Shailesh Sonny Modi. The Director Agreement provides for a one (1) year term unless terminated earlier upon certain events set forth in the Director Agreement, which includes among other things, resignation or removal. In addition, the Director Agreement also provides, among other things, reimbursement of expenses for attending meetings, indemnification and annual compensation of 15,000 Restricted Stock Units pursuant to the Companys Amended and Restated Plan for services. On December 12, 2025, pursuant to the Director Agreement our Board granted 15,000 shares of our common stock valued at $46,200 to each of our independent directors as compensation for their services for 2025. **Section 16(a) Beneficial Ownership Reporting Compliance** Section 16(a) of the Securities Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the reporting persons) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting people are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal year ended December 31, 2025 were complied with by each person who at any time during the fiscal year ended December 31, 2025 was a director or an executive officer or held more than 10% of our common stock. **Code of Ethics** We have adopted a code of ethics that applies to our officers, employees, and directors, including our Chief Executive Officer and Chief Financial Officer. Our code of ethics is available on our website. **Insider Trading Policy and Rule 10b5-1 Trading Programs** We have adopted an Insider Trading Policy which prohibits directors, officers and all other employees, or consultants or contractors, as well as family members of such persons (or any other person subject to the policy) from engaging in any transaction involving a purchase or sale of the our securities, including any offer to purchase or offer to sell, based on material nonpublic information regarding the Company (Material Nonpublic Information). Under our Insider Trading Policy and pursuant to SEC Rule 10b5-1, directors, officers and employees may establish written programs which permit (i) automatic trading of the Companys stock through a third-party broker or (ii) trading of the Companys stock by an independent person (such as an investment bank) who is not aware of Material Nonpublic Information at the time of a trade. Under Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director, executive officer, or other employee when entering into the plan, without further direction from such insider. | 47 | | **ITEM 11. EXECUTIVE COMPENSATION** **Summary Compensation Table** The following summary compensation table sets forth all compensation awarded to, earned by, or paid to, the named executive officer set forth below (collectively, the Named Executive Officers) during the years ended December 31, 2025 and 2024: **Summary Compensation of Named Executive Officers** | Name and Principal Position | | Fiscal Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fawad Maqbool | | 2025 | | | | 498,077 | | | | 360,000 | | | | | | | | | | | | | | | | 858,077 | | | | Chairman, President and Chief Executive Officer | | 2024 | | | | 446,154 | | | | | | | | | | | | | | | | | | | | 446,154 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Louisa Sanfratello | | 2025 | | | | 273,942 | | | | 237,500 | | | | | | | | | | | | | | | | 511,442 | | | | Chief Financial Officer, Secretary | | 2024 | | | | 245,384 | | | | | | | | | | | | | | | | | | | | 245,384 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jorge Flores | | 2025 | | | | 272,942 | | | | 237,500 | | | | | | | | | | | | | | | | 510,442 | | | | Chief Operating Officer | | 2024 | | | | 245,384 | | | | | | | | | | | | | | | | | | | | 245,384 | | | On February 21, 2022, the Companys Board of Directors approved an increase in salary, effective as of January 1, 2022, for Mr. Maqbool, to $500,000 per year, and for Ms. Sanfratello and Mr. Flores to $275,000 per year. In June of 2024, the officers of the Company voluntarily reduced their salaries by 20%. Effective January 1, 2025, reinstated annual base salaries were $500,000 for Mr. Maqbool and $275,000 for each of Ms. Sanfratello and Mr. Flores. Effective October 1, 2025, annual base salaries were increased to $600,000 for Mr. Maqbool and $350,000 for each of Ms. Sanfratello and Mr. Flores, as reflected in the employment agreements entered into on January 30, 2026. As further described below, on January 20, 2026, pursuant to recommendation of the Compensation Committee, the Board of Directors formally approved the salary increases effective October 1, 2025. **Employment Agreements with Named Executive Officers** **Summary of Employment Agreement with Mr. Fawad Maqbool** On January 30, 2026, Company entered into Executive Employment Agreements with each of the following named executive officers: Fawad Maqbool, Louisa Sanfratello and Jorge Flores. The Executive Employment Agreements have an effective date of October 1, 2025, and are for a period of three years from the effective date, subject to automatic one-year renewals. For his services, Mr. Maqbool will receive (i) an annual base salary of $600,000; (ii) an annual target bonus opportunity of up to 75% of base salary based on performance goals consisting of (1) revenues, (2) EBITDA/gross margin and (3) employee retention as set forth in the Maqbool Employment Agreement which annual target bonus opportunity and performance goals will be determined annually; provided, however, for fiscal year 2025 only, the annual target bonus is capped at $200,000; (iii) participation in the Companys 2020 Equity Incentive Plan including a grant of (1) an incentive stock option to purchase 200,000 shares of common stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option 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. Mr. Maqbool will be entitled to six (6) weeks of vacation and will be entitled to fringe benefits and perquisites that are made available to other similarly situated executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Maqbool Employment Agreement and his employment thereunder may be terminated by either the Company or Maqbool at any time and for any reason upon 90 days written notice. (1) If Maqbools employment is terminated by Maqbools failure to renew the agreement, by the Company for cause (as defined in the agreement), or by Maqbool without good reason. (as defined in the agreement) he will be paid (i) any earn but unpaid base salary; (ii) any earn but unpaid annual bonus; (iii) unreimbursed business expenses; and (iv) other employee benefits Maqbool may be entitled to prior to termination (items (1)(i) through (1)(iv) referred to as Maqbool Accrued Amounts). | 48 | | (2) If the Company fails to renew the Maqbool Employment Agreement, Maqbools employment is terminated by the Company without cause (as defined in the agreement) or due to Maqbools death or disability or by Maqbool for good reason outside of the change of control period (as defined in the Agreement), Maqbool shall be entitled to (i) the Maqbool Accrued Amounts; (ii) a cash severance equal to eighteen months of Maqbools then base salary; (iii) annual bonus, if any, that Maqbool would have earned for the year, pro-rata; (iv) all outstanding unvested restricted stock units, stock options, or other equity awards subject to time-based vesting that are scheduled to vest pursuant to the applicable award agreement during the one year period following termination shall immediately vest; (v) any outstanding unvested restricted stock units, stock options, or other equity awards subject to performance-based vesting shall remain outstanding and eligible to vest in accordance with their respective terms, subject to pro-ration based on the number of days elapsed in the applicable performance period prior up to termination; (vi) up to 18 months of COBRA payments; and (vii) the engagement of outplacement service up to $50,000. (3) In the event that the Company fails to renew the Maqbool Employment Agreement, Maqbools employment is terminated by the Company without cause or due to Maqbools death or disability or by Maqbool for good reason within the change of control period, Maqbool shall be entitled to receive the following severance benefits: (i) the Maqbool Accrued Amounts; (ii) a cash severance equal to three times Maqbools then base salary and annual target bonus; (iii) all outstanding unvested restricted stock units, stock options, or other equity awards shall immediately become fully vested (iv) up to 18 months of COBRA. **Summary of Employment Agreement with Mr. Jorges Flores** On January 30, 2026, the Company entered into an Executive Employment Agreement with the Companys chief operating officer, Jorge Flores (the Flores Employment Agreement). The Flores Employment Agreement, with an effective date of October 1, 2025, is for a period of three years from the effective date, subject to automatic one-year renewals. For his services, Mr. Flores will receive (i) a base annual salary of $350,000; (ii) an annual target bonus opportunity of up to 45% of base salary based on performance goals consisting of (1) revenues, (2) EBITDA/gross margin and (3) employee retention as set forth in the Flores Employment Agreement, which annual target bonus opportunity and performance goals will be determined annually; (iii) participation in the Companys 2020 Equity Incentive Plan including a grant of (1) an incentive stock option to purchase 200,000 shares of common stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option 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. Mr. Flores will be entitled to six (6) weeks of vacation and will be entitled to fringe benefits and perquisites that are made available to other similarly situated executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Flores Employment Agreement and his employment thereunder may be terminated by either the Company or Flores at any time and for any reason upon 90 days written notice. (1) If Flores employment is terminated by Flores failure to renew the agreement, by the Company for cause (as defined in the agreement), or by Flores without good reason (as defined in the agreement), he will paid (i) any earn but unpaid base salary; (ii) any earn but unpaid annual bonus; (iii) unreimbursed business expenses; and (iv) other employee benefits Flores may be entitled to prior to termination (Items (1)(i) through (1)(iv) referred to as Flores Accrued Amounts). (2) If the Company fails to renew the Flores Employment Agreement, Flores employment is terminated by the Company without cause (as defined in the Agreement) or due to Flores death or disability or by Flore for good reason outside of the change of control Period (as defined in the agreement), Flores shall be entitled to (i) the Flores Accrued Amounts; (ii) a cash severance equal to twelve months of Flores then base salary; (iii) annual bonus, if any, that Flores would have earned for the year, pro-rata; (iv) all outstanding unvested restricted stock units, stock options, or other equity awards subject to time-based vesting that are scheduled to vest pursuant to the applicable award agreement during the one year period following termination shall immediately vest; (v) any outstanding unvested restricted stock units, stock options, or other equity awards subject to performance-based vesting shall remain outstanding and eligible to vest in accordance with their respective terms based on actual achievement of the applicable performance criteria but pro-rated; (vi) up to 12 months of COBRA payments; and (vii) the engagement of outplacement service up to $50,000. | 49 | | (3) In the event that the Company fails to renew the Agreement, Flores employment is terminated by the Company without cause or due to Flores death or disability or by Flores for good reason within the change of control period, Flores shall be entitled to receive the following severance benefits: (i) the Flores Accrued Amounts; (ii) a cash severance equal to two times Flores then base salary and target bonus for the year; (iii) all outstanding unvested restricted stock units, stock options, or other equity awards shall immediately become fully vested and exercisable and (iv) up to 18 months of COBRA. **Summary of Employment Agreement with Ms. Louisa Sanfratello** On January 30, 2026, the Company entered into an Executive Employment Agreement with the Companys chief financial officer, Louisa Sanfratello (the Sanfratello Employment Agreement). The Sanfratello Employment Agreement, with an effective date of October 1, 2025, is a period of three years from the effective date, subject to automatic one-year renewals. For her services, Ms. Sanfratello will receive (i) a base annual salary of $350,000; (ii) an annual target bonus opportunity of up to 45% of base salary based on performance goals consisting of (1) revenues, (2) EBITDA/gross margin and (3) employee retention as set forth in the Sanfratello Employment Agreement, which annual target bonus opportunity and performance goals will be determined annually; (iii) participation in the Companys 2020 Equity Incentive Plan including a grant of (1) an incentive stock option to purchase 200,000 shares of common stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option 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. Ms. Sanfratello will be entitled to six (6) weeks of vacation and will be entitled to fringe benefits and perquisites that are made available to other similarly situated executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Sanfratello Employment Agreement and her employment thereunder may be terminated by either the Company or Sanfratello at any time and for any reason upon 90 days written notice. (1) If Sanfratello employment is terminated by Sanfratello failure to renew the agreement, by the Company for cause (as defined in the agreement), or by Sanfratello without good reason (as defined in the agreement), she will paid (i) any earn but unpaid base salary; (ii) any earn but unpaid annual bonus; (iii) unreimbursed business expenses; and (iv) other employee benefits Sanfratello may be entitled to prior to termination (Items (1)(i) through (1)(iv) referred to as Sanfratello Accrued Amounts). (2) If the Company fails to renew the Sanfratello Employment Agreement, Sanfratello employment is terminated by the Company without cause (as defined in the Agreement) or due to Sanfratello death or disability or by Sanfratello for good reason outside of the change of control period (as defined in the agreement), Sanfratello shall be entitled to (i) the Sanfratello Accrued Amounts; (ii) a cash severance equal to twelve months of Sanfratellos then base salary; (iii) pro-rata bonus equal to the annual bonus, if any, that Sanfratello would have earned for the year; (iv) all outstanding unvested restricted stock units, stock options, or other equity awards subject to time-based vesting that are scheduled to vest pursuant to the applicable award agreement during the one year period following termination shall immediately vest; (v) any outstanding unvested restricted stock units, stock options, or other equity awards subject to performance-based vesting shall remain outstanding and eligible to vest in accordance with their respective terms based on actual achievement of the applicable performance criteria but pro-rated; (vi) up to 12 months of COBRA payments; and (vii) the engagement of outplacement service up to $50,000. (3) In the event that the Company fails to renew the agreement, Sanfratellos employment is terminated by the Company without cause or due to Sanfratellos death or disability or by Sanfratello for good reason within the change of control period, Sanfratello shall be entitled to receive the following severance benefits: (i) the Sanfratello Accrued Amounts; (ii) a cash severance equal to two times Sanfratellos then base salary and target bonus for the year; (iii) all outstanding unvested restricted stock units, stock options, or other equity awards shall immediately become fully vested and exercisable and (iv) up to 18 months of COBRA. | 50 | | **Annual Bonus Plan** On March 10, 2026, pursuant to the recommendation of the Compensation Committee the Board of Director approved the annual performance milestones to determine eligibility for, and the amount of, annual performance bonuses for the named executive officers of the Company for the fiscal year ending 2026 and onward (the Bonus Plan). The purpose of the adoption of the Bonus Plan is to incentivize and reward executive officers for achieving specified financial, operational, and strategic objectives. The Bonus Plan sets the amount of bonus each fiscal year each named executive officer is eligible to receive and the performance criteria for such bonus, which is based on the following three metrics: annual revenue, EBITDA/gross margin, and employee retention. All of the Companys named executive officers are eligible to participate in the annual bonus plan. The target bonuses set for the named executive officers under the Bonus Plan are as follows: (1) Fawad Maqbool, Chief Executive Officer, 75% of base annual salary and (2) Louisa Sanfratello, Chief Financial Officer, and Jorge Flores, Chief Operating Officer, 45% of base annual salary. The performance weightings for the executive management team are 50% for the revenue metric, 35% for the operating profit metric (based on EBITDA/gross margin) and 15% for employee retention metric. If the performance of any metrics does not meet the applicable minimum threshold for that measure, no award will be earned for that measure. If the minimum threshold is achieved, the target bonus will apply. For each minimum metric obtained, the weighted percentage will apply linearly, then all line metrics percentage achieved are added to calculate final percentage for the final bonus calculation. If the maximum metric performance is achieved, for each metric achieved, 10% will be added to each line metric with the maximum bonus being equal to 105%for Mr. Maqbool, and 75%for Ms. Sanfratello and Mr. Flores. Calculation of bonus for performance between minimum and maximum thresholds will be determined by linear interpolation. In addition, upon Board approval at the recommendation of the Compensation Committee, a discretionary bonus for a maximum of 85% of annual base salary may also be awarded to Mr.Fawad, and a maximum of 55% of annual base salary may be awarded to Ms. Sanfratello and Mr. Flores. **2026 Grants to Named Executive Officers** Pursuant to the terms of the Executive Employment Agreements, the Company granted each of the Named Executive Officers: (1) an incentive stock option to purchase 200,000 shares of common stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option 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. **Outstanding Equity Awards at Fiscal Year End** The following table sets forth the outstanding equity awards for our named executive officers as of the fiscal year ended December 31, 2025. **OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END** | Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Fawad Maqbool | | November 26, 2021 | | | 100,000 | | | | | | | | | | | $ | 3.52 | | | November 26, 2026 | | | | | June 14, 2022 | | | 80,000 | | | | 20,000 | | | | | | | $ | 1.72 | | | June 14, 2027 | | | | | December 20, 2022 | | | 65,000 | | | | 35,000 | | | | | | | $ | 1.92 | | | December 20, 2027 | | | | | December 20, 2023 | | | 50,000 | | | | 50,000 | | | | | | | $ | 1.73 | | | December 20, 2028 | | | | | | | | | | | | | | | | | | | | | | | | | | Louisa Sanfratello | | November 26, 2021 | | | 50,000 | | | | | | | | | | | $ | 3.52 | | | November 26, 2026 | | | | | June 14, 2022 | | | 40,000 | | | | 10,000 | | | | | | | $ | 1.72 | | | June 14, 2027 | | | | | December 20, 2022 | | | 32,500 | | | | 17,500 | | | | | | | $ | 1.92 | | | December 20, 2027 | | | | | December 20, 2023 | | | 25,000 | | | | 25,000 | | | | | | | $ | 1.73 | | | December 20, 2033 | | | | | | | | | | | | | | | | | | | | | | | | | | Jorge Flores | | July 26, 2021 | | | 5,000 | | | | | | | | | | | $ | 3.88 | | | July 26, 2031 | | | | | November 26, 2021 | | | 25,000 | | | | | | | | | | | $ | 3.52 | | | November 26, 2026 | | | | | June 14, 2022 | | | 40,000 | | | | 10,000 | | | | | | | $ | 1.72 | | | June 14, 2027 | | | | | December 20, 2022 | | | 32,500 | | | | 17,500 | | | | | | | $ | 1.92 | | | December 20, 2027 | | | | | December 20, 2023 | | | 25,000 | | | | 25,000 | | | | | | | $ | 1.73 | | | December 20, 2033 | | **Amended and Restated 2020 Equity Incentive Plan** In October 2020, the Board of Directors and stockholders adopted the 2020 Plan, effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of common stock to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Companys business. 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. In 2023, the Board and the stockholders adopted the Companys Amended and Restated 2020 Equity Incentive Plan (the Amended and Restated Plan), effective as of December 11, 2023. The Amended and Restated Plan is substantially similar to the 2020 Plan except that it increases the shares of our common stock available for issuance thereunder to 2,250,000 shares of common stock. | 51 | | On October 1, 2025, the Companys Board unanimously approved an Amendment to the Amended and Restated Plan to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000. On December 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders. As of December 31, 2025, all outstanding stock options were issued according to the Companys Amended and Restated Plan, and there remains 3,487,375 shares of common stock available for future issuance under the Amended and Restated Plan. **Policies and Practices Related to the Timing of Grants of Certain Equity Awards** The Compensation Committees does not have a policy or practice on when to grant option awards. The Compensation Committee does not have a policy or practice of taking into account material nonpublic information when determining the timing and terms of option awards and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Option awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option grant dates. However, if public announcement of material information is anticipated, the grant date of any option awards may be deferred at the discretion of the Compensation Committee until the first trading day after release of such information. **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each stockholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated below, the address of each person listed in the table below is c/o 155 Plant Avenue, Hauppauge, NY 11788. | | | Amount and Nature of Beneficial Ownership Common Stock (1) | | | | Name and Address of Beneficial Owner | | No. of Shares | | | % of Class | | | | Directors and Officers | | | | | | | | | | | Fawad Maqbool, Chairman, President, and Chief Executive Officer | | | 3,009,864 | (2) | | | 11.74 | % | | | Louisa Sanfratello, Chief Financial Officer | | | 207,500 | (3) | | | * | | | | Jorge Flores, Chief Operating Officer | | | 205,500 | (4) | | | * | | | | Daniel Mazziota, Director | | | 316,275 | (5) | | | 1.25 | % | | | Andrew Lee, Director | | | 75,750 | (6) | | | * | | | | Shailesh Sonny Modi, Director | | | 17,000 | (7) | | | * | | | | All officers and directors as a group (6 persons) | | | 3,831,889 | | | | 14.75 | % | | | 5% Stockholders | | | | | | | | | | | Bard Associates, Inc. 135 South LaSalle Street, Suite 3700 Chicago, IL 60603 | | | 1,741,019 | (8) | | | 6.87 | % | | | The Vanguard Group | | | 1,458,432 | (9) | | | 5.76 | % | | | * | Less than 1% | | | | | | | 1) | Based on 25,331,299 shares of common stock issued and outstanding and common stock issuable upon exercise of vested stock options. | | | 2) | Includes (i) 2,713,864shares of common stock, (ii) options to purchase 295,000 shares of common stock, (iii) right to acquire 500 shares of common stock upon exercise of outstanding Series A Rights and (iv) right to acquire 500 shares of common stock upon exercise of outstanding Series B Rights. | | | 3) | Includes (i) 60,000 shares of common stock and (ii) 147,500 options to purchase shares of common stock. | | | 4) | Includes (i) 76,000 shares of common stock, (ii) 127,500 options to purchase shares of common stock, (iii) right to acquire 1,000 shares of common stock upon exercise of outstanding Series A Rights and (iv) right to acquire 1,000 shares of common stock upon exercise of outstanding Series B Rights. | | | 5) | Includes (i) 264,900 shares of common stock, (ii) 47,375 options to purchase shares of common stock, (iii) right to acquire 2,000 shares of common stock upon exercise of outstanding Series A Rights and (iv) right to acquire 2,000 shares of common stock upon exercise of outstanding Series B Rights. | | | 6) | Includes (i) 60,000 shares of common stock and (ii) 15,750 options to purchase common stock. | | | 7) | Includes 17,000 shares of common stock. | | | 8) | Address is 135 South LaSalle Street, Suite 3700, Chicago, IL 60603. Based on Amendment No. 1 to Schedule 13G filed with the SEC on January 8, 2025. Reflects shared dispositive power of 1,657,154 shares of common stock and 83,865 shares of common stock underlying warrants. | | | 9) | Address is 100 Vanguard Blvd., Malvern, PA 19355. Based on Schedule 13 G filed with the SEC on January 1, 2026, Vanguard Group, Inc. has shared dispositive power of 1,458,432 shares of common stock, and shared power to vote or direct to vote 331,150 shares of common stock. | | | 52 | | **ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.** We had no transactions since the beginning of the fiscal year of ended December 31, 2025, and we do not have any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under Executive Compensation). **Director Independence** Mr. Modi, Mr. Lee and Mr. Mazziota are independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2). **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.** **Fees Paid to the Independent Registered Public Accounting Firm** The following table shows the aggregate fees incurred for professional services provided to us for 2025 and 2024: | | | 2025 | | | 2024 | | | | Audit Fees | | $ | 282,370 | | | $ | 255,460 | | | | Audit-Related Fees | | $ | | | | $ | | | | | Tax Fees | | $ | 8,547 | | | $ | 10,885 | | | | All Other Fees | | | | | | | | | | | Total | | $ | 290,917 | | | $ | 266,345 | | | **** **Audit Fees** For the years ended December 31, 2025 and 2024, we incurred $282,370 and $255,460, respectively, for professional services rendered for the audit and review of our financial statements. **Audit Related Fees** For the years ended December 31, 2025 and 2024, we incurred no fees for audit related services. **Tax Fees** For our years ended December 31, 2025 and 2024, we incurred $8,547 and $10,885, respectively, for professional services rendered for tax compliance, tax advice, and tax planning. | 53 | | **All Other Fees** We did not incur any other fees related to services rendered by our independent registered public accounting firm for the years ended December 31, 2025 and 2024. **Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors** The audit committee pre-approves all audits (including audit-related) and permitted non-audit services to be performed by the independent auditors. The audit committee will annually approve the scope and fee estimates for the year-end audit to be performed by the Companys independent auditors for the fiscal year. With respect to other permitted services, the audit committee pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual projects and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related service. The Audit Committee pre-approved all services provided by our independent registered public accounting firm. All the above services and fees during 2025 were pre-approved by our Audit Committee. All the above services in 2025 were reviewed and approved by our Audit Committee either before or after the respective services were rendered. **Item 15. Exhibits and Financial Statement Schedules.** (a) Documents filed as part of this Annual Report. | | 1. | Report of Independent Registered Public Accounting Firm (PCAOB ID 3627) | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | | F-3 | | | Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | | F-4 | | | Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2025 and 2024 | | F-5 | | | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | | F-6 | | | Notes to Consolidated Financial Statements | | F-7 | | | | 2. | Financial Statement Schedules. All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required. | | Exhibits: **The exhibits required by Item 601 of Regulation S-K are listed below:** | Exhibit No. | | Description | | | 3.1 | | Amended and Restated Articles of Incorporation of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed on December 28, 2020) | | | 3.2 | | Amended and Restated Bylaws of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed on December 28, 2020) | | | 3.3 | | Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference to the Current Report on Form 8-K filed on December 28, 2020) | | | 3.4 | | Certificate of Amendment, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed on February 19, 2021) | | | 3.5 | | Certificate of Correction, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed on February 19, 2021) | | | 4.1* | | Description of Capital Stock | | | 54 | | | 4.2 | | Form of Warrant (incorporated by reference to the Current Report on Form 8-K filed on April 15, 2021) | | | 4.3 | | Form of Transferable Series A Rights Certificate (Incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on October 30, 2025) | | | 4.4 | | Form of Transferable Series B Rights Certificate (Incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on October 30, 2025) | | | 10.1#* | | Amended and Restated 2020 Equity Incentive Plan, as amended | | | 10.2 | | Asset Purchase Agreement dated November 19, 2021 (incorporated by reference to the Current Report on Form 8-K filed on November 19, 2021) | | | 10.3 | | Business Loan and Security Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 29, 2024) | | | 10.4 | | Licensing Product Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 1, 2024) | | | 10.5 | | Equity Distribution Agreement (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on March 24, 2025) | | | 10.6 | | Form of Asset Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2025) | | | 10.7 | | Form of Amendment to Asset Purchase Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on May 15, 2025) | | | 10.8 | | Bank Loan Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2025) | | | 10.9 | | Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 31, 2025) | | | 10.10 | | Equity Distribution Agreement dated July 22, 2025 ((incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on July 22, 2025) | | | 10.11 | | Dealer-Manager Agreement (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on October 30, 2025) | | | 10.12 | | Subscription Agent and Rights Agent Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 30, 2025) | | | 10.13 | | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 26, 2026) | | | 10.14 | | Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 26, 2026) | | | 10.15 | | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 26, 2026) | | | 10.16# | | Form of Director Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 26, 2026) | | | 10.17# | | Executive Employment Agreement with Fawad Maqbool (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2026) | | | 10.18# | | Executive Employment Agreement with Louisa Sanfratello (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2026) | | | 10.19# | | Executive Employment Agreement with Jorge Flores incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 2, 2026) | | | 19.1 | | Form of Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on March 31, 2025) | | | 21.1 | | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Companys Registration Statement on Form S-1 filed on August 13, 2012) | | | 23.1* | | Consent of Sadler, Gibb & Associates, LLC | | | 31.1** | | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer | | | 31.2** | | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer | | | 32.1** | | Section 1350 Certification of Principal Executive Officer | | | 32.2** | | Section 1350 Certification of Principal Financial Officer | | | 97.1 | | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Companys Annual Report on Form 10-K filed on April 1, 2024) | | | 101. INS* | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | | 101. SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | 101. CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | 101. DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | 101. LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | 101. PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | | *filed herewith ** furnished herewith Pursuant to item 601(b)(10)(iv) of Regulation S-K, certain information has been excluded because it is both not material and the type of information that the registrant treats as private or confidential. # Indicates management contract or compensatory plan or arrangement. **ITEM 16. FORM 10-K SUMMARY** None. | 55 | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | AmpliTech Group, Inc. | | | | | | | | Date: March 26, 2026 | By: | /s/ Fawad Maqbool | | | | | Fawad Maqbool | | | | | President and Chief Executive Officer (Principal Executive Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Name | | Title | | Date | | | | | | | | | | /s/ Fawad Maqbool | | President, Chief Executive Officer and | | March 26, 2026 | | | Fawad Maqbool | | Chairman of the Board of Directors (Principal Executive Officer) | | | | | | | | | | | | /s/ Louisa Sanfratello | | Chief Financial Officer and Secretary | | March 26, 2026 | | | Louisa Sanfratello | | (Principal Financial and Accounting Officer) | | | | | | | | | | | | /s/ Andrew Lee | | Director | | March 26, 2026 | | | Andrew Lee | | | | | | | | | | | | | | /s/ Daniel Mazziota | | Director | | March 26, 2026 | | | Daniel Mazziota | | | | | | | | | | | | | | /s/ Shailesh Sonny Modi | | Director | | March 26, 2026 | | | Shailesh Sonny Modi | | | | | | | 56 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** | Report of Independent Registered Public Accounting Firm (PCAOB ID 3627) | | F-2 | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | | F-3 | | | Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | | F-4 | | | Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2025 and 2024 | | F-5 | | | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | | F-6 | | | Notes to Consolidated Financial Statements | | F-7 | | | F-1 | | **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the Board of Directors and Shareholders of AmpliTech Group, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AmpliTech Group, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and, stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. *Acquisition of Intangible Assets* *Critical Audit Matter Description* ** As described in Notes 9 and 15 to the consolidated financial statements, the Company acquired intellectual property and customer relationships for consideration of $8.2 million. The Company allocated the consideration between the assets acquired based upon their respective relative fair values, and utilized a Company engaged valuation specialist who derived the fair value of the intellectual property using the multi-period excess earnings model and the fair value of the customer relationships using the distributor method. The methods used to estimate the fair value of acquired intangible assets involve significant assumptions. The significant assumptions applied by management in estimating the fair value of acquired intangible assets included income projections and discount rates. We identified the acquisition of intangible assets to be a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of the intangible assets. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of valuation methodologies applied and the assumptions used, such as forecasted revenue growth rates, expected EBITDA margins, attrition and obsolescence rates, and estimated discount rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. ** *How the Critical Audit Matter Was Addressed in the Audit* ** Our audit procedures related to the following: | | | Obtaining the valuation report prepared by the Company valuation specialist and assessing the qualifications of the specialist. | | | | | Evaluating and assessing the appropriateness of the valuation methodologies utilized to develop the fair value measurements for the intangible assets. | | | | | Evaluating the reasonableness of the significant assumptions used in these fair value estimates including forecasted revenue rates, expected EBITDA margins, attrition and obsolescence rates, and estimated discount rates. | | | | | Evaluating the accuracy and completeness of the financial statement presentation and disclosure of the asset acquisition. | | In addition, the audit effort involved the use of professionals with specialized skills and knowledge to assist in evaluating the valuation methodologies deployed and the reasonableness of the significant assumptions used. */s/ Sadler, Gibb & Associates, LLC* We have served as the Companys auditor since 2013. Draper, UT March 26, 2026 | F-2 | | **** **AmpliTech Group, Inc.** **Consolidated Balance Sheets** | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Assets | | | | | | | | | | | Current Assets | | | | | | | | | | | Cash and cash equivalents | | $ | 4,981,091 | | | $ | 19,315,984 | | | | Rights offering subscription proceeds in escrow | | | 6,704,304 | | | | | | | | Accounts receivable | | | 3,349,708 | | | | 1,256,725 | | | | Inventories, net | | | 8,908,504 | | | | 7,588,764 | | | | Prepaid expenses and other | | | 1,116,775 | | | | 169,913 | | | | Total Current Assets | | | 25,060,382 | | | | 28,331,386 | | | | | | | | | | | | | | | Property and equipment, net | | | 2,885,247 | | | | 2,253,695 | | | | Operating lease right-of-use assets | | | 3,873,697 | | | | 4,399,975 | | | | Intangible assets, net | | | 13,144,956 | | | | 2,366,119 | | | | Goodwill | | | 4,696,883 | | | | 4,696,883 | | | | Cost method investment | | | 348,250 | | | | 348,250 | | | | Long-term deposits | | | 1,469,764 | | | | 824,174 | | | | | | | | | | | | | | | Total Assets | | $ | 51,479,179 | | | $ | 43,220,482 | | | | | | | | | | | | | | | Liabilities and Stockholders Equity | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 4,653,382 | | | $ | 941,408 | | | | Customer deposits | | | 28,337 | | | | 128,089 | | | | Current portion of financing lease obligations | | | 17,646 | | | | 16,522 | | | | Current portion of operating lease obligations | | | 499,072 | | | | 449,622 | | | | Rights offering subscription liability | | | 6,704,304 | | | | | | | | Contingent liability | | | 3,000,000 | | | | | | | | Total Current Liabilities | | | 14,902,741 | | | | 1,535,641 | | | | | | | | | | | | | | | Long-term Liabilities | | | | | | | | | | | Financing lease obligations, net of current portion | | | 21,386 | | | | 15,478 | | | | Operating lease obligations, net of current portion | | | 3,640,491 | | | | 4,139,562 | | | | Deferred tax liability | | | 52,000 | | | | 39,000 | | | | Total Liabilities | | | 18,616,618 | | | | 5,729,681 | | | | | | | | | | | | | | | Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | Stockholders Equity | | | | | | | | | | | Common stock, par value $0.001, 500,000,000 shares authorized, 20,683,095 and 19,656,460 shares issued and outstanding, respectively | | | 20,683 | | | | 19,656 | | | | Additional paid-in capital | | | 60,861,160 | | | | 58,483,272 | | | | Accumulated deficit | | | (28,019,282 | ) | | | (21,012,127 | ) | | | | | | | | | | | | | | Total Stockholders Equity | | | 32,862,561 | | | | 37,490,801 | | | | | | | | | | | | | | | Total Liabilities and Stockholders Equity | | $ | 51,479,179 | | | $ | 43,220,482 | | | **The accompanying notes are an integral part of these consolidated financial statements.** **** | F-3 | | **AmpliTech Group, Inc.** **Consolidated Statements of Operations** | | | 2025 | | | 2024 | | | | | | For the Years Ended | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues | | $ | 25,195,930 | | | $ | 9,508,372 | | | | | | | | | | | | | | | Cost of Goods Sold | | | 19,165,917 | | | | 6,023,265 | | | | | | | | | | | | | | | Gross Profit | | | 6,030,013 | | | | 3,485,107 | | | | | | | | | | | | | | | Operating Expenses | | | | | | | | | | | Selling, general and administrative | | | 10,662,741 | | | | 7,856,471 | | | | Impairment of intangible assets | | | | | | | 467,928 | | | | Research and development | | | 2,687,176 | | | | 3,590,695 | | | | Total Operating Expenses | | | 13,349,917 | | | | 11,915,094 | | | | | | | | | | | | | | | Loss From Operations | | | (7,319,904 | ) | | | (8,429,987 | ) | | | | | | | | | | | | | | Other Income (Expense) | | | | | | | | | | | Loss on investment in digital assets | | | | | | | (3,248,911 | ) | | | Other income | | | 129,420 | | | | 716,943 | | | | Realized gain on investments | | | 36,016 | | | | 26,746 | | | | Interest income (expense), net | | | 160,313 | | | | (292,195 | ) | | | Total Other Income (Expense) | | | 325,749 | | | | (2,797,417 | ) | | | | | | | | | | | | | | Net Loss Before Income Taxes | | | (6,994,155 | ) | | | (11,227,404 | ) | | | | | | | | | | | | | | Provision For Income Taxes | | | 13,000 | | | | 15,000 | | | | | | | | | | | | | | | Net Loss | | $ | (7,007,155 | ) | | $ | (11,242,404 | ) | | | | | | | | | | | | | | Net Loss Per Share: | | | | | | | | | | | Basic and diluted | | $ | (0.33 | ) | | $ | (1.04 | ) | | | | | | | | | | | | | | Weighted-Average Common Shares Outstanding: | | | | | | | | | | | Basic and diluted | | | 20,989,855 | | | | 10,782,973 | | | **The accompanying notes are an integral part of these consolidated financial statements.** **** **** | F-4 | | **AmpliTech Group, Inc.** **Consolidated Statements of Stockholders Equity** **** **For The Years Ended December 31, 2025 and 2024** **** | | | Shares | | | Value | | | Capital | | | Deficit | | | Equity | | | | | | Common Stock | | | Additional | | | | | | Total | | | | | | Number of | | | Par | | | Paid-In | | | Accumulated | | | Stockholders | | | | | | Shares | | | Value | | | Capital | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | Balance, December 31, 2023 | | | 9,714,613 | | | $ | 9,715 | | | $ | 36,439,739 | | | $ | (9,769,723 | ) | | $ | 26,679,731 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock based compensation | | | | | | | | | | | 517,781 | | | | | | | | 517,781 | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued for vesting of RSUs | | | 55,000 | | | | 55 | | | | (55 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in offering | | | 9,886,847 | | | | 9,886 | | | | 21,525,807 | | | | | | | | 21,535,693 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the year ended December 31, 2024 | | | | | | | | | | | | | | | (11,242,404 | ) | | | (11,242,404 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, December 31, 2024 | | | 19,656,460 | | | $ | 19,656 | | | $ | 58,483,272 | | | $ | (21,012,127 | ) | | $ | 37,490,801 | | | | Balance | | | 19,656,460 | | | $ | 19,656 | | | $ | 58,483,272 | | | $ | (21,012,127 | ) | | $ | 37,490,801 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock based compensation | | | | | | | | | | | 544,188 | | | | | | | | 544,188 | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock exercised | | | 64,500 | | | | 64 | | | | 124,296 | | | | | | | | 124,360 | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued for purchase asset acquisition | | | 914,635 | | | | 915 | | | | 1,709,452 | | | | | | | | 1,710,367 | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued for vesting RSUs | | | 47,500 | | | | 48 | | | | (48 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the year ended December 31, 2025 | | | | | | | | | | | | | | | (7,007,155 | ) | | | (7,007,155 | ) | | | Net loss | | | - | | | | - | | | | - | | | | (7,007,155 | ) | | | (7,007,155 | ) | | | Balance | | | 20,683,095 | | | $ | 20,683 | | | $ | 60,861,160 | | | $ | (28,019,282 | ) | | $ | 32,862,561 | | | **The accompanying notes are an integral part of these consolidated financial statements.** | F-5 | | **** **AmpliTech Group, Inc.** **Consolidated Statements of Cash Flows** | | | 2025 | | | 2024 | | | | | | For The Years Ended | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Cash Flows from Operating Activities: | | | | | | | | | | | Net loss | | $ | (7,007,155 | ) | | $ | (11,242,404 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 1,292,556 | | | | 538,759 | | | | Operating lease costs | | | 526,278 | | | | 532,065 | | | | Stock-based compensation | | | 544,188 | | | | 517,781 | | | | Amortization of debt discount | | | | | | | 260,000 | | | | Inventory reserve | | | 157,000 | | | | (84,000 | ) | | | Loss on investment of digital assets | | | | | | | 3,248,911 | | | | Deferred taxes | | | 13,000 | | | | 15,000 | | | | Impairment of intangible assets | | | | | | | 467,928 | | | | Changes in Operating Assets and Liabilities: | | | | | | | | | | | Accounts receivable | | | (2,092,983 | ) | | | 1,285,985 | | | | Inventories | | | (1,476,740 | ) | | | (967,186 | ) | | | Prepaid expenses and other | | | (946,862 | ) | | | 1,167,949 | | | | Long-term deposits | | | (1,355,590 | ) | | | (732,693 | ) | | | Accounts payable and accrued expenses | | | 2,211,974 | | | | 95,229 | | | | Customer deposits | | | (99,752 | ) | | | 113,850 | | | | Operating lease obligations | | | (449,621 | ) | | | (512,888 | ) | | | Net cash used in operating activities | | | (8,683,707 | ) | | | (5,295,714 | ) | | | | | | | | | | | | | | Cash Flows from Investing Activities: | | | | | | | | | | | Purchase of property and equipment | | | (1,015,710 | ) | | | (42,920 | ) | | | Purchase of intangible assets | | | (1,240,000 | ) | | | | | | | Cash paid for intangible asset acquisition | | | (3,500,000 | ) | | | | | | | Purchase of investment in digital assets | | | | | | | (3,248,911 | ) | | | Net cash used in investing activities | | | (5,755,710 | ) | | | (3,291,831 | ) | | | | | | | | | | | | | | Cash Flows from Financing Activities: | | | | | | | | | | | Net proceeds from issuance of common shares in private offering | | | | | | | 21,535,693 | | | | Net proceeds from notes payable | | | | | | | 1,274,000 | | | | Proceeds from exercise of stock options | | | 124,360 | | | | | | | | Rights offering subscription proceeds in escrow | | | 6,704,304 | | | | | | | | Repayment of finance lease obligations | | | (19,836 | ) | | | (17,336 | ) | | | Repayment of notes payable | | | | | | | (1,614,841 | ) | | | Net cash provided by financing activities | | | 6,808,828 | | | | 21,177,516 | | | | | | | | | | | | | | | Net change in cash and cash equivalents | | | (7,630,589 | ) | | | 12,589,971 | | | | | | | | | | | | | | | Cash, Cash Equivalents, and Restricted Cash | | | | | | | | | | | Beginning of the Period | | | 19,315,984 | | | | 6,726,013 | | | | End of the Period | | $ | 11,685,395 | | | $ | 19,315,984 | | | | | | | | | | | | | | | Reconciliation to consolidated balance sheets: | | | | | | | Cash and cash equivalents | | $ | 4,981,091 | | | $ | 19,315,984 | | | | Rights offering proceeds in escrow | | | 6,704,304 | | | | | | | | Total cash, cash equivalents, and restricted cash | | $ | 11,685,395 | | | $ | 19,315,984 | | | | | | | | | | | | | | | Supplemental disclosures: | | | | | | | | | | | Cash paid for interest expense | | $ | 17,589 | | | $ | 298,811 | | | | Cash paid for income taxes | | $ | 14,899 | | | $ | 8,632 | | | | | | | | | | | | | | | Non-Cash Investing and Financing Activities: | | | | | | | | | | | Common stock issued on vesting of RSUs | | $ | 48 | | | $ | 55 | | | | Debt discount on notes payable | | $ | | | | $ | 260,000 | | | | Long-term deposits applied to intangible asset acquisition | | $ | 710,000 | | | $ | | | | | Operating lease right-of-use asset and liability measurement | | $ | | | | $ | 1,393,242 | | | | Contingent consideration for intangible asset acquisition | | $ | 3,000,000 | | | $ | | | | | Acquisition of intangible assets recorded in accounts payable | | $ | 1,500,000 | | | $ | | | | | Fair value of common stock issued for intangible asset acquisition | | $ | 1,710,367 | | | $ | | | | | Financed purchases of property and equipment | | $ | 26,868 | | | $ | | | | **The accompanying notes are an integral part of these consolidated financial statements.** | F-6 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** (1) Organization and Business Description AmpliTech Group, Inc. (AmpliTech or the Company) was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech, Inc., by issuing 833,750 shares of the Companys common stock to the shareholders of AmpliTech, Inc. in exchange for 100% of the outstanding shares of AmpliTech Inc. (the Share Exchange). After the Share Exchange, the selling shareholders owned 60,000 shares of the outstanding 893,750 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. AmpliTech designs, engineers and assembles microwave component based low noise amplifiers (LNA) that meet individual customer specifications. Application of the Companys proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer. The Company has both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. On September 12, 2019, AmpliTech Group Inc. acquired the assets of Specialty Microwave Corporation (Specialty), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty. Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers for use in satellite communication ground networks. On February 17, 2021, AmpliTech Group, Inc., common stock and warrants under the symbols AMPG and AMPGW, respectively, commenced trading on NASDAQ. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021. In connection with the public offering, 1,371,428 units at an offering price of $7.00 per unit were sold. Each unit issued in the offering consisted of one share of common stock and one warrant. In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (MMIC) chip design center in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages. On November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement (the Purchase Agreement) with Spectrum Semiconductor Materials Inc. (the Seller or SSM), pursuant to which AmpliTech would acquire substantially all the assets of the Company (the Acquisition). The Acquisition was completed on December 15, 2021. | F-7 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Spectrum Semiconductor Materials (SSM), located in Silicon Valley (San Jose, CA), is a global authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements. In August 2022, AmpliTech Groups True G Speed Services (AGTGSS) division was founded to serve and provide complete system integration and ORAN compliant O-RUs (Radio Units) for telcos, enabling the industry to access True 5G Speeds. AGTGSS provides Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services. AGTGSS will also be providing full installation of Private 5G Networks (P5G) which includes the deployment of AmpliTech Groups developed radio units. AGTGSS will implement AmpliTechs low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. On March 26, 2025, we entered into an asset purchase agreement, as amended by that certain amendment dated April 15, 2025, with Titan, and its affiliate (as amended, the Titan APA) to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology (5G ORAN radio products). 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. Upon the procurement of the Initial Purchase Order and receipt of assurance of the Subsequent Purchase Orders (the First Milestone), the Company issued 914,635 shares of restricted common stock to Titan at $1.64 per share, based on the 30-day volumeweighted-average price (VWAP). The fair value of the common stock issued was $1,710,367 based on the closing stock price on April 24, 2025 of $1.87 per share. These shares, together with $3.5 million in cash paid at closing, represented the initial consideration (the First Milestone) under the APA. 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 and approval of the 5G ORAN radio products technology and intellectual property rights by Titan to the Company (the Second Milestone). The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025. **(2) Tariffs** **** In 2025, the United States announced tariffs on imports from a broad range of countries, including the European Union, Canada, Mexico, and China. As of December 31, 2025, the U.S. has implemented country-specific trade agreements with key partners including the European Union, Japan, and the United Kingdom, providing for modified tariff structures and industry-specific exemptions. The U.S. continues to negotiate trade agreements with other countries, including China, which currently have varying reciprocal tariffs. On February 20, 2026, the U.S. Supreme Court invalidated many of the global tariffs previously imposed under the International Emergency Economic Powers Act of 1977 (the IEEPA) and the U.S. Customs and Border Protection subsequently announced that IEEPA-based tariff provisions would be terminated effective February 24, 2026. However, tariffs imposed under other authorities, including Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974, remain in effect, and the U.S. government has indicted that it may pursue additional or replacement tariffs under alternative legal authorities, including temporary measures under Section 122 of the Trade Act of 1974. If maintained, these announced new tariffs, as well as related measures that could be taken by other countries and the potential escalation of trade disputes, are expected to affect our business and results of operations. | F-8 | | **** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **(3) Loss in Investment of Digital Assets** During the three months ending March 31, 2024, the Company made several transactions in digital currency in the total amount of approximately $3.25 million. The Company believes that it was fraudulently induced to hold its digital currency with a custodian whom the Company believed to be valid but no longer exists. The Company has taken steps in an attempt to seek recovery of the funds including discussions with local, federal, and international law enforcement agencies and private consultants and has conducted a review of its processes and procedures related to this investment. At the present time, the Company is not aware of and does not expect any additional losses arising out or relating to the above-described investment. In addition, the Company does not believe that the Companys systems, records, or other assets were otherwise affected or compromised in connection with these investments. 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 year ended December 31, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911. As of December 31, 2025, the remaining balance of digital assets was $0. **(4) Summary of Significant Accounting Policies** *Basis of Accounting* The accompanying consolidated financial statements have been prepared using the accrual basis of accounting. *Principles of Consolidation* The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. *Use of Estimates* The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. *Cash and Cash Equivalents* The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2025, the Companys cash and cash equivalents were deposited in five financial institutions. | F-9 | | **** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** The Companys policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions to limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Additionally, cash and cash equivalents maintained with investment institutions are insured by the Securities Investor Protection Corporation (SIPC) up to $500,000, which includes a $250,000 limit for cash. The investment institution also provides additional excess of SIPC coverage, which insures up to $600 million. On December 31, 2025 and 2024, the Company had $682,179 and $18,749,154, respectively, in excess of FDIC, SIPC, and excess SIPC insured limits, respectively. The Company has not experienced any losses in such accounts. *Accounts Receivable* Accounts receivable consists of trade receivables arising from credit sales to customers in the normal course of business. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, *Financial Instruments Credit Losses*, the Company estimates expected credit losses based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward-looking information. An allowance of $0 has been recorded on December 31, 2025 and 2024, respectively. *Marketable Securities* The Companys investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Companys marketable securities are stated at fair value with all realized and unrealized gains and losses on investments in marketable equity securities recognized in other income, net. The realized and unrealized gains and losses on marketable securities are determined using specific identification methods. *Inventories* Inventories, which consist primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. As of December 31, 2025 and 2024, the reserve for inventory obsolescence was $1,219,000 and $1,062,000, respectively. **** *Property and Equipment* Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. | F-10 | | **** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Property and equipment are depreciated as follows: Schedule of Property and Equipment Depreciated | Description | | Useful Life | | Method | | | Office equipment | | 3 to 7 years | | Straight-line | | | Machinery/shop equipment | | 7 to 15 years | | Straight-line | | | Computer equipment/software | | 1 to 7 years | | Straight-line | | | Vehicles | | 5 years | | Straight-line | | | Leasehold improvements | | 7 years | | Straight-line | | *Intangible Assets* Intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. Definite-lived intangible assets such as customer relationships are subject to amortization. Indefinite-lived intangible assets are not subject to amortization. Intangible assets are amortized as follows: Schedule of Amortization of Intangible Assets | Description | | Useful Life | | Method | | | Trade names | | Indefinite | | N/A | | | Customer relationships | | 15 to 20 years | | Straight-line | | | Intellectual property | | 11-15 years | | Straight-line | | | Licensing agreement | | 2 years | | Straight-line | | *Long-Lived Assets* The Company reviews the carrying value of long-lived assets, including property and equipment, right-of-use (ROU) assets, long-term deposits, and definite-lived intangible assets for impairment in accordance with ASC Topic 360, *Property,* *Plant, and Equipment*, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events and circumstances may include significant decrease in the market price of the asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used or in its physical condition, a significant change in the business climate or legal factors, a history or forecast of operating losses or negative cash flows, significant disposal activity, or a significant decline in revenue or adverse changes in the economic environment. If indicators of impairment are present, the Company evaluates the recoverability by comparing the carrying amount of an asset or asset group to the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and the estimated fair value of the asset or asset group, determined using appropriate valuation methodologies, including the use of discounted cash flow. During the years ended December 31, 2025 and 2024, the Company recorded impairment charges of $0 and $476,928, respectively, related to long-lived assets. ** | F-11 | | ** ** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** ** ** *Goodwill and Indefinite-Lived Intangible Assets* We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair value of net tangible and identifiable intangible assets acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative assessment, based on managements judgment. If we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount of the reporting unit and indefinite-lived assets exceed their fair value, the reporting unit and indefinite-lived assets are impaired, and an impairment charge is recognized for the difference. We estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets. There were no indicators of impairment identified during the years ended December 31, 2025 and 2024. *Investment Policy-Cost Method* Investments consist of non-controlling equity investments in privately held companies. The Company elected the alternative measurement for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value of the investment. Under this method, the Companys share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 investments without readily determinable fair values on December 31, 2025 and 2024, respectively (see Note 10). These investments are included in other assets on the consolidated balance sheets. There were no indicators of impairment during the years ended December 31, 2025 and 2024. | F-12 | | ** ** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** ** ** *Investment in Digital Assets* We account for all digital assets as indefinite-lived intangible assets in accordance with ASC Topic 350, *IntangiblesGoodwill and Other*. The Company presents digital assets separately from other intangible assets, recorded as digital assets on the consolidated balance sheets. The digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses incurred since acquisition. We conducted an analysis to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. When the then current carrying value of a digital asset exceeds the fair value determined each quarter, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets. In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. *Leases* We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determined implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks. **** *Revenue Recognition* We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps: *Identify the contract with the customer*. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each partys rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customers intent and ability to pay the promised consideration. We do not have significant costs to obtain contracts with customers. For commissions on product sales, we have elected the practical expedient to expense the costs as incurred. | F-13 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** *Identify the performance obligations in the contract*. Our contracts with customers do not include multiple performance obligations to be completed over a period. Our performance obligations relate to delivering single-use products to a customer, subject to the shipping terms of the contract. Limited warranties are provided, under which we typically accept returns and provide either replacement parts or refunds. We do not have significant returns. We do not typically offer extended warranty or service plans. ** *Determine the transaction price*. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. None of our contracts as of December 31, 2025, contained a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable considerations are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. *Allocate the transaction price to performance obligations in the contract*. We typically do not have multiple performance obligations in our contracts with customers. We recognize revenue upon transfer of the product to the customers control at contractually stated pricing. *Recognize revenue when or as we satisfy a performance obligation.*We generally satisfy performance obligations at a point in time upon either shipment or delivery of goods, in accordance with the terms of each contract with the customer. We do not have significant service revenue. *Cost of Sales* ** We include product costs such material, direct labor, overhead costs, production-related depreciation expense, outside labor and production supplies in cost of sales. **** *Shipping and Handling* ** Shipping and handling charges are generally incurred at the customers expense. However, when billed to our customers, shipping and handling charges are included in net sales for the applicable period, and the corresponding shipping and handling expenses are reported in the cost of sales. *Research and Development* In accordance with ASC Topic 730, *Research and Development*, the Company expenses research and development costs as incurred. The major components of research and development costs include payroll, consultants, outside service, and supplies. | F-14 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Research and development costs for the years ended December 31, 2025 and 2024 were $2,687,176 and $3,590,695 respectively. ** *Income Taxes* The Companys deferred tax assets and liabilities for the expected future tax consequences of events have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of certain assets and liabilities using tax rates enacted in effect in the years in which the differences are expected to reverse. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2025 and 2024, the Company had no material unrecognized tax benefits. ** *Loss Per Share* ** Basic loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share is calculated by adjusting the weighted-average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be anti-dilutive are not included in diluted loss per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period. As of December 31, 2025 and 2024, there were 4,550,942 and 4,594,442 respectively, potential common share equivalents from stock options excluded from the diluted loss per share calculations as their effect is anti-dilutive. In connection with the Companys Rights Offering, the weighted-average common shares outstanding for all periods presented have been retroactively adjusted to reflect a bonus element identified. See Note 14 for additional information. *Fair Value Measurements* The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices, and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. **** Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. | F-15 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. *Stock-Based Compensation* The Company records stock-based compensation in accordance with ASC Topic 718, *Share-Based Payments*. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period. ** *Concentration of Credit Risk* Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company places its cash and cash equivalents and marketable securities with high-quality, major financial and investment institutions to limit the amount of credit exposure. For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Sales to the Companys largest customer represented approximately 42.86% and 13.97% of total sales for the years ending December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were two vendors that accounted for 58.28% and 12.94%, and 33.05% and 11.69%, respectively of total components parts purchased. *Recently Adopted Accounting Pronouncements* In August 2023, the FASB issued ASU 2023-05, *Business CombinationsJoint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement*, which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The adoption of ASU 2023-05 did not have a material impact on the Companys consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The adoption of ASU 2023-09 did not have a material impact on the Companys consolidated financial statements (see Note 13 for further details). | F-16 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** *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 entitys 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 consolidated financial statements. 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 Company is currently evaluating the impact this standard will have on its 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 consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. **** | F-17 | | **** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** **** **(5) Revenues** The following table presents sales disaggregated based on geographic regions and for the years ended: Schedule of Disaggregated Revenue | AmpliTech Inc. and Specialty Microwave | | 2025 | | | 2024 | | | | | | December 31, | | | December 31, | | | | AmpliTech Inc. and Specialty Microwave | | 2025 | | | 2024 | | | | Domestic sales | | $ | 5,013,803 | | | $ | 2,660,340 | | | | International sales | | | 11,952,321 | | | | 940,135 | | | | Total sales | | $ | 16,966,124 | | | $ | 3,600,475 | | | | | | | | | | | | | | | Spectrum | | | | | | | | | | | Domestic sales | | $ | 5,644,104 | | | $ | 4,088,483 | | | | International sales | | | 2,585,702 | | | | 1,819,414 | | | | Total sales | | $ | 8,229,806 | | | $ | 5,907,897 | | | **** Total sales for the years ended December 31, 2025 and 2024 were $25,195,930 and $9,508,372. **(6) Segment Reporting** **** ASC Topic 280, *Segment Reporting*, establishes standards for reporting information about operating segments on a basis consistent with the Companys internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Companys business segments. Operating segments are components of an enterprise for which separate discrete financial information is available and regularly evaluated by the CODM to allocate resources and assess performance. The Company has identified its Chief Executive Officer (CEO) as the CODM and has determined that it operates in two 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. | F-18 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** The following table presents summary information by segment for the year ended December 31, 2025: Schedule of Segment Reporting | | | Manufacturing and Engineering | | | Distribution | | | Corporate | | | Total | | | | Revenue | | $ | 16,966,124 | | | $ | 8,229,806 | | | $ | | | | $ | 25,195,930 | | | | Cost of goods sold | | | 14,450,292 | | | | 4,715,625 | | | | | | | | 19,165,917 | | | | Net income (loss) | | | (5,888,253 | ) | | | 847,047 | | | | (1,965,949 | ) | | | (7,007,155 | ) | | | Research and development (1) | | | 2,687,176 | | | | | | | | | | | | 2,687,176 | | | | Total assets | | | 17,687,839 | | | | 16,870,888 | | | | 16,920,452 | | | | 51,479,179 | | | | Depreciation and amortization | | | 676,968 | | | | 117,990 | | | | 497,598 | | | | 1,292,556 | | | | Interest income, net | | | 127,774 | | | | | | | | 32,539 | | | | 160,313 | | | The following table presents summary information by segment for the year ended December 31, 2024: | | | Manufacturing and Engineering | | | Distribution | | | Corporate | | | Total | | | | Revenue | | $ | 3,600,475 | | | $ | 5,907,897 | | | $ | | | | $ | 9,508,372 | | | | Cost of goods sold | | | 3,227,140 | | | | 2,796,125 | | | | | | | | 6,023,265 | | | | Net income (loss) | | | (7,379,725 | ) | | | 1,146,548 | | | | (5,009,227 | ) | | | (11,242,404 | ) | | | Research and development (2) | | | 3,590,695 | | | | | | | | | | | | 3,590,695 | | | | Total assets | | | 27,344,872 | | | | 15,821,000 | | | | 54,410 | | | | 43,220,482 | | | | Depreciation and amortization | | | 418,733 | | | | 120,026 | | | | | | | | 538,759 | | | | Interest expense, net | | | 25,216 | | | | | | | | 266,979 | | | | 292,195 | | | | (1) | Research and development for the year ending December 31, 2025 was comprised of $858,325 of 5G expenses and $1,828,851 of MMIC design expenses. | | | | | | | (2) | Research and development for the year ending December 31, 2024 was comprised of $2,030,071 of 5G expenses and $1,560,624 of MMIC design expenses. | | | F-19 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **(7) Inventories** The inventory consists of the following at December 31, 2025 and 2024, respectively: Schedule of Inventory | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Raw materials | | $ | 1,584,086 | | | $ | 1,261,307 | | | | Work-in progress | | | 298,685 | | | | 190,818 | | | | Finished goods | | | 7,916,015 | | | | 7,198,639 | | | | Finished goods in transit | | | 328,718 | | | | | | | | Subtotal | | 10,127,504 | | | 8,650,764 | | | | Less: reserve for obsolescence | | | (1,219,000 | ) | | | (1,062,000 | ) | | | Total | | $ | 8,908,504 | | | $ | 7,588,764 | | | **** **(8) Property and Equipment** Property and Equipment consisted of the following at December 31, 2025 and 2024, respectively: Schedule of Property and Equipment | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Lab equipment | | $ | 4,333,676 | | | $ | 3,429,447 | | | | Manufacturing equipment | | | 129,745 | | | | 129,745 | | | | Automobiles | | | 7,335 | | | | 7,335 | | | | Computer equipment and software | | | 229,656 | | | | 146,785 | | | | Leasehold improvements | | | 87,322 | | | | 84,172 | | | | Furniture and fixtures | | | 222,971 | | | | 170,643 | | | | Subtotal | | | 5,010,705 | | | | 3,968,127 | | | | Less: accumulated depreciation | | | (2,125,458 | ) | | | (1,714,432 | ) | | | Total | | $ | 2,885,247 | | | $ | 2,253,695 | | | Depreciation expense for the years ended December 31, 2025 and 2024 was $411,026 and $388,673 respectively, of which $292,018 and $308,071, respectively were included in cost of goods sold. Property and equipment purchased in the amount of $80,426 under financing leases are included in the totals above (See Note 11). Disposal of property and equipment as of December 31, 2025 and 2024 was $0 and $61,133, respectively. | F-20 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Lab equipment of $432,000 was purchased as part of the licensing agreement (See Note 9). **** **(9) Goodwill and Intangible Assets** **** Goodwill Goodwill is related to the acquisition of Spectrum Semiconductor Materials Inc. on December 15, 2021. Goodwill is primarily related to expected improvements and technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. Goodwill is generally not amortizable for tax and financial statement purposes. As of December 31, 2025 and 2024, goodwill was $4,696,883, respectively. Other Intangible Assets Intellectual property and customer relationships of approximately $8,210,367 was acquired through the Titan asset acquisition and will be used in the development and manufacturing of 5G Oran products. As of December 31, 2025, total consideration consisted of cash of $3,500,000, 914,635 shares of common stock with a fair value of $1,710,367 and a contingent liability of $3,000,000. Please refer to Note 15 for the description of the intangible asset acquisition. In September 2025, additional IP assets of $2,200,000 were acquired to support 5G development and strengthen our technology portfolio. This acquisition was financed through a cash payment of $800,000, with the remaining balance recorded in accounts payable at December 31, 2025. On July 26, 2024, the Companys AGTGSS division entered into a licensing product agreement, which was amended as of September 12, 2025. Under the terms of the agreement, the licensor agreed to an exclusive United States distribution and global licensing rights for certain 5G telecom equipment for 24 months for the purpose of marketing, selling, renting, deployment and maintenance of the licensed products with the Company. For services, the Company will pay the Licensor certain software IP license fees and product certification support in the amount of $1,790,000. As of December 31, 2025, the $1,790,000 payment was recorded as follows; $1,250,000 was allocated towards this licensing agreement of which $710,000 was paid in 2024, $432,000 for lab equipment (See Note 8) and $108,000 in certification fees, which was recorded in research and development on the income statement. Intangible assets consisted of the following at December 31, 2025: Schedule of Intangible Assets | | | Gross Carrying | | | Accumulated | | | | | | Weighted | | | | | | Amount | | | Amortization | | | Net | | | Average Life | | | | Indefinite-lived intangibles | | | | | | | | | | | | | | | | | | | Trade name | | $ | 514,284 | | | $ | | | | $ | 514,284 | | | | Indefinite | | | | Total Indefinite-lived intangibles | | | 514,284 | | | | | | | $ | 514,284 | | | | | | | | | | | | | | | | | | | | | | | | | | Definite-lived intangibles | | | | | | | | | | | | | | | Intellectual property | | | 9,080,288 | | | | 483,654 | | | | 8,596,634 | | | | 10.42 | | | | Customer relationships | | | 3,508,710 | | | | 516,339 | | | | 2,992,371 | | | | 13.83 | | | | Licenses | | | 1,250,000 | | | | 208,333 | | | | 1,041,667 | | | | 1.70 | | | | Total definite-lived intangibles | | | 13,838,998 | | | | 1,208,326 | | | | 12,630,672 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total intangible assets | | $ | 14,353,282 | | | $ | 1,208,326 | | | $ | 13,144,956 | | | | | | | | F-21 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Intangible assets consisted of the following at December 31, 2024: | | | Gross Carrying | | | Accumulated | | | | | | Weighted | | | | | | Amount | | | Amortization | | | Net | | | Average Life | | | | Trade name | | $ | 514,284 | | | $ | | | | $ | 514,284 | | | | Indefinite | | | | Customer relationships | | | 2,178,631 | | | | 326,796 | | | | 1,851,835 | | | | 16.97 | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | 2,692,915 | | | $ | 326,796 | | | $ | 2,366,119 | | | | | | | Amortization expense for the years ended December 31, 2025 and 2024 was $881,530 and $150,086, respectively. Intangible asset impairments, consisting of trade name, customer relationships and intellectual property related to the purchase of Specialty Microwave, for the years ended December 31, 2025 and 2024, were $0 and $467,928, respectively. Annual amortization of intangible assets are as follows: Schedule of Amortization of Assets | | | | | | | 2026 | | $ | 1,680,328 | | | | 2027 | | | 1,471,995 | | | | 2028 | | | 1,055,328 | | | | 2029 | | | 1,055,328 | | | | 2030 | | | 1,055,328 | | | | Thereafter | | | 6,312,365 | | | | Total | | $ | 12,630,672 | | | **(10) Cost Method Investment** **** On June 10, 2021, the Company entered into a membership interest purchase agreement with SN2N, LLC for an aggregate purchase price of $350,000, to be paid in four tranches. Each tranche represented a 5% membership interest, and in aggregate a 20% membership interest. On June 15, 2022, an amendment to the membership interest purchase agreement was made to reflect a 19.9% membership interest. Considering this amendment, the Company overpaid $1,750 for the membership interest and was subsequently reimbursed. As of December 31, 2025, the Company has maintained an investment of $348,250 for a 19.9% membership interest. **** **** **** | F-22 | | **** **** **** **** **** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** **** **** **** **(11) Leases** The following were included in our balance sheet as of December 31, 2025 and 2024: Schedule of Lease Assets and Liabilities | | | December 31, 2025 | | | December 31, 2024 | | | | Operating leases | | | | | | | | | | | Assets | | | | | | | | | | | ROU operating lease assets | | $ | 3,873,697 | | | $ | 4,399,975 | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | Current portion of operating lease | | $ | 499,072 | | | $ | 449,622 | | | | Operating lease, net of current portion | | $ | 3,640,491 | | | $ | 4,139,562 | | | | Total operating lease liabilities | | $ | 4,139,563 | | | $ | 4,589,184 | | | | | | | | | | | | | | | Financing leases | | | | | | | | | | | Assets | | | | | | | | | | | Property and equipment, gross | | $ | 80,426 | | | $ | 234,036 | | | | Accumulated depreciation | | | (41,848 | ) | | | (190,217 | ) | | | Property and equipment, net | | $ | 38,578 | | | $ | 43,819 | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | Current portion of financing lease | | $ | 17,646 | | | $ | 16,522 | | | | Financing lease, net of current portion | | $ | 21,386 | | | $ | 15,478 | | | | Total financing lease liabilities | | $ | 39,032 | | | $ | 32,000 | | | The weighted-average remaining lease term and weighted-average discount rate on December 31, 2025 and 2024 are as follows: Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate | Weighted-average remaining lease term (years) | | December 31, 2025 | | | December 31, 2024 | | | | Operating leases | | | 7.02 | | | | 7.95 | | | | Financing leases | | | 2.59 | | | | 2.08 | | | | Weighted-average discount rate | | | | | | | | | | | Operating leases | | | 6.30 | % | | | 6.40 | % | | | Financing leases | | | 7.52 | % | | | 4.65 | % | | Operating Leases On October 15, 2021, the Company entered a new lease for a 20,000 square foot facility at 155 Plant Avenue, Hauppauge, New York, for a term of seven years and two months. The yearly base rent of $346,242 shall increase at a rate of 2.75% per year to begin on the first anniversary lease commencement date and each year thereafter. The first two months of basic rent shall be abated following the commencement lease date. In the event the landlord decides to sell the property, the Company shall have the right of first offer to purchase subject property. Upon lease execution, the Company paid two months of base rent as a security deposit and one months rent totaling $86,560. The Company moved into the new manufacturing and headquarters facility April 1, 2022. | F-23 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** On December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same terms and conditions. Effective February 1, 2020, the lease term will expire on January 31, 2025, with a base rent of $24,234 for the first 12 months and increases by approximately 3% every year. On September 6, 2024, the lease was amended extending the lease term to March 31, 2030, while maintaining the base rent of $24,234 and 3% increases for each year thereafter. **** On August 9, 2023, the Company entered a 39-month agreement for $20,880 to lease an automobile with a monthly payment of $605. On January 15, 2024, the Company entered a triple net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five years and one month. The yearly base rent of $53,675 shall increase at a rate of 2.5% per year to begin on the first anniversary lease commencement date and each year thereafter. The first months rent shall be abated following the commencement lease date. Upon lease execution, the Company paid two months of rent as a security deposit and one months rent totaling $17,999. The Company moved into the new facility on August 1, 2024. The following table reconciles future minimum operating lease payments to the discounted lease liability as of December 31, 2025: Schedule of Future Minimum Operating Lease Payments | | | | | | | | 2026 | | $ | 743,301 | | | | 2027 | | | 757,493 | | | | 2028 | | | 779,311 | | | | 2029 | | | 781,351 | | | | 2030 | | | 510,606 | | | | Thereafter | | | 1,470,323 | | | | Total lease payments | | | 5,042,385 | | | | Less imputed interest | | | (902,822 | ) | | | Total lease obligations | | | 4,139,563 | | | | Less current obligations | | | (499,072 | ) | | | Long-term lease obligations | | $ | 3,640,491 | | | Finance Lease The Company entered into several 60-month lease agreements to finance certain laboratory and office equipment. As such, the Company has accounted for these transactions as a finance lease. | F-24 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** The following table reconciles future minimum finance lease payments to the discounted lease liability as of December 31, 2025: Schedule of Future Minimum Lease Payments for Finance Lease | | | | | | | | 2026 | | $ | 20,082 | | | | 2027 | | | 12,094 | | | | 2028 | | | 8,100 | | | | 2029 | | | 3,375 | | | | Total lease payments | | | 43,651 | | | | Less imputed interest | | | (4,619 | ) | | | Total lease obligations | | | 39,032 | | | | Less current obligations | | | (17,646 | ) | | | Long-term lease obligations | | $ | 21,386 | | | **** **** **(12) Revolving Line of Credit:** **** On March 25, 2025, AmpliTech Group, Inc., 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 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. 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 December 31, 2025, the outstanding balance on the Revolving Line of Credit was $0. The Company did not renew the revolving line of credit upon expiration. | F-25 | | **** **** AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** **(13) Income Taxes** As of December 31, 2025 and 2024, the Company had net operating loss carry forwards of $25.0 million and $11.6 million, respectively, that may be available to reduce future years taxable income indefinitely. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur. Accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. For the years ending December 31, 2025 and 2024, the Company reflects a deferred tax liability in the amount of $52,000 and $39,000 respectively, due to the future tax liability from an asset with an indefinite life known as a naked credit. The future tax liability from this indefinite lived asset can be offset by up to 80% of net operating loss carryforwards created after 2017. The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets. The components for the provision of income taxes include the following: Schedule of Components for the Provision of Income Taxes | | | December 31, 2025 | | | December 31, 2024 | | | | Current federal and state | | $ | | | | $ | | | | | Deferred federal and state | | | 13,000 | | | | 15,000 | | | | Total provision for income taxes | | $ | 13,000 | | | $ | 15,000 | | | A reconciliation of the statutory US federal income tax rate to the Companys effective income tax rate is as follows: Schedule of Effective Income Tax Rate | | | Amount | | | % | | | Amount | | | % | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | Amount | | | % | | | Amount | | | % | | | | Federal tax | | $ | (1,464,000 | ) | | | 21.0 | % | | $ | (2,357,000 | ) | | | 21.0 | % | | | State tax | | | (56,000 | ) | | | 0.8 | % | | | (92,000 | ) | | | 0.8 | % | | | Permanent items | | | 5,000 | | | | (0.1 | )% | | | 6,000 | | | | (0.1 | )% | | | Valuation allowance | | | 1,528,000 | | | | (21.9 | )% | | | 2,458,000 | | | | (21.9 | )% | | | Effective income tax rate | | $ | 13,000 | | | | (0.2 | )% | | | 15,000 | | | | (0.2 | )% | | **** **** | F-26 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The Company has a net cumulative deferred tax liability of $52,000. The major components of deferred tax assets and liabilities are as follows: Schedule of Components of Deferred Tax Assets and Liabilities | | | December 31, 2025 | | | December 31, 2024 | | | | Deferred tax assets | | | | | | | | | | | Inventory obsolescence | | $ | 266,000 | | | $ | 232,000 | | | | ROU assets | | | 6,000 | | | | 40,000 | | | | Stock-based compensation | | | 346,000 | | | | 227,000 | | | | Research and development | | | | | | | 588,000 | | | | Loss carryforward | | | 5,450,000 | | | | 3,474,000 | | | | Valuation allowance | | | (5,790,000 | ) | | | (4,315,000 | ) | | | Total deferred tax assets | | $ | 278,000 | | | $ | 246,000 | | | | | | | | | | | | | | | Deferred tax liabilities | | | | | | | | | | | Fixed assets | | $ | (70,000 | ) | | $ | (120,000 | ) | | | Cost method investment | | | (29,000 | ) | | | (29,000 | ) | | | Intangible assets | | | (231,000 | ) | | | (136,000 | ) | | | Total deferred tax liabilities | | $ | (330,000 | ) | | $ | (285,000 | ) | | | | | | | | | | | | | | Total net deferred income tax liabilities | | $ | (52,000 | ) | | $ | (39,000 | ) | | **** **(14) Stockholders Equity** **** The total number of shares of stock this Corporation is authorized to issue shall be five hundred one million (501,000,000) shares, par value $0.001 per share. Our authorized capital stock consists of 500,000,000 shares of common stock and 1,000,000 shares of blank check preferred stock. Preferred Stock On July 10, 2013, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include andauthorize 500,000 shares of Preferred Stock, par value $0.001 per share. On October 7, 2020, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the total number of authorized shares of Preferred Stock to 1,000,000 shares, $0.001 per share. On October 7, 2020, our Board of Directors and our stockholders approved a resolution to amend and restate the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock to restate that there are 401,000 shares of the Companys blank check Preferred Stock designated as Series A Convertible Preferred Stock. The amended and restated certificate clarifies that the Series A Convertible Preferred Stock converts at a rate of five shares of the Companys common stock for every share of Series A Convertible Preferred Stock, and also restates that the Series A Convertible Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Company for each share of Series A Convertible Preferred Stock owned on the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, on the date such vote is taken, or any written consent of shareholders is solicited. The number of votes entitled to be cast by the holders of the Series A Convertible Preferred Stock equals that number of votes that, together with votes otherwise entitled to be cast by the holders of the Series A Convertible Preferred Stock at a meeting, whether by virtue of stock ownership, proxies, voting trust agreements or otherwise, entitle the holders to exercise 51% of all votes entitled to be cast to approve any action which Nevada law provides may or must be approved by vote or consent of the holders of common stock entitled to vote. | F-27 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** Common Stock: The Company originally authorized 50,000,000 shares of common stock with a par value of $0.001. Effective May 20, 2014, the Company increased its authorized shares of common stock from 50,000,000 to 500,000,000. On February 17, 2021, AmpliTech Group Inc., common stock and warrants under the symbols AMPG and AMPGW, respectively, commenced trading on NASDAQ. On May 20, 2022, 30,000 restricted stock units at an exercise price of $1.96 were issued to a board advisor. Vesting occurred in equal quarterly installments of 2,500 shares beginning on May 20, 2022. The final installment of 2,500 shares was issued on February 20, 2025 and as of December 31, 2025, the entire 30,000 shares of common stock were issued. On April 24, 2025, the Company issued Titan Crest, LLC, 914,635 shares of restricted common stock at $1.64 per share, which is based on the volume weighted-average price of the Companys common stock over the preceding thirty (30) trading days from the date the initial milestone relating to the Titan APA was achieved. The fair value of the common stock issued was $1,710,367 based on the closing stock price on April 24, 2025 of $1.87 per share. During the month of September 2025, employees exercised a total of 53,000 stock options at various exercise prices ranging from $1.73 to $1.96 per share, resulting in total proceeds of $102,240. During the month of October 2025, employees exercised a total of 11,500 stock options at various exercise prices ranging from $1.92 to $1.96 per share, resulting in total proceeds of $22,120. | F-28 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** On September 9, 2024, the Company entered into a Securities Purchase Agreement with a single institutional investor to sell 1,369,488 shares of the Companys common stock, par value $0.001 per share at a per share price of $0.7302. The closing of the offer occurred on September 11, 2024. The gross proceeds to the Company from this offering was approximately $1 million, before deducting placement agents fees and other offering expenses payable by the Company of approximately $180,000. On November 24, 2024, the Company entered into a Securities Purchase Agreement with three institutional investors pursuant to which the Company agreed to sell in a registered direct offering, 1,425,377 shares of the Companys common stock, par value $0.001 per share, at a per share price of $0.92 and prefunded warrants of 177,882 shares of common stock, at $0.919 per prefunded warrant. The closing of the registered direct offer occurred on November 26, 2024. The exercise price of each Prefunded Warrant is $0.001 and 177,882 warrants were exercised in full immediately. The gross proceeds to the Company from the offering was approximately $1,474,998, before deducting placement agents fees and other offering expenses payable by the Company of approximately $200,000. On December 11, 2024, the Company entered into a Securities Purchase Agreement with three institutional investors pursuant to which the Company agreed to sell in a registered direct offering, 1,352,500 shares of the Companys common stock, par value $0.001 per share, at a per share price of $1.60. The closing of the registered direct offering occurred on December 13, 2024. The gross proceeds to the Company from the offering was approximately $2,164,000, before deducting placement agents fees and other offering expenses payable by the Company of approximately $220,000. On December 16, 2024, the Company entered into a Securities Purchase Agreement with two institutional investors pursuant to which the Company agreed to sell in a registered direct offering, 1,516,680 shares of the Companys common stock, par value $0.001 per share, at a per share price of $2.10. The closing of the registered direct offering occurred on December 18, 2024. The gross proceeds to the Company from the offering was approximately $3,185,028, before deducting placement agents fees and other offering expenses payable by the Company of approximately $290,000. | F-29 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** On December 19, 2024, the Company granted restricted stock awards under the Companys 2020 Plan to directors of the Company for an aggregate of 45,000 shares of common stock (15,000 each) valued at $90,000. These restricted stock awards were vested immediately. On December 24, 2024, the Company entered into a Securities Purchase Agreement with three institutional investors pursuant to which the Company agreed to sell in a registered direct offering, 1,871,000 shares of the Companys common stock, par value $0.001 per share, at a per share price of $3.10. The closing of the registered direct offering occurred on December 27, 2024. The gross proceeds to the Company from the offering was approximately $5,800,100, before deducting placement agents fees and other offering expenses payable by the Company of approximately $490,000. On December 27, 2024, the Company entered into a Securities Purchase Agreement with three institutional investors pursuant to which the Company agreed to sell in a registered direct offering, 2,173,920 shares of the Companys common stock, par value $0.001 per share, at a per share price of $4.60. The closing of the registered direct offering occurred on December 31, 2024. The gross proceeds to the Company from the offering was approximately $10,000,032, before deducting placement agents fees and other offering expenses payable by the Company of approximately $660,000. On December 12, 2025, the Company granted restricted stock awards under the Companys 2020 Plan to directors of the Company for an aggregate of 45,000 shares of common stock (15,000 each) valued at $138,600. These restricted stock awards were vested immediately. Rights Offering In October 30, 2025, the Company commenced a 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 Companys 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). The Series Rights were to be issued upon the closing of the Rights Offering and are 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. In connection with the Rights Offering, the Company entered into a dealer-manager agreement dated October 30, 2025 with Moody Capital (the Dealer Manager Agreement). Pursuant to the Dealer Manager Agreement, the Company agreed to pay Moody Capital a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million but less than $20 million, the Company agreed to pay Moody Capital a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, the Company agreed to pay Moody Capital a cash fee equal to 5.0%. The Company also paid Moody Capital an out-of-pocket accountable expense allowance of $35,000. In connection with the Rights Offering, the Company entered into a Subscription Agent and Rights Agent Agreement, dated October 30, 2025, with VStock Transfer, LLC (Subscription Agent) to provide subscription agent services for the Unit Subscription Rights and Series Rights with respect to the Rights Offering. No shares of common stock and no Series Rights were issued as of December 31, 2025. As of December 31, 2025, the Company had received aggregate subscription proceeds of $6,704,304 from holders who exercised their Unit Subscription Rights prior to year-end. These proceeds were held by Citizens Bank, N.A. as escrow agent and were not available for general corporate use. The Company has presented these funds as Subscription proceeds held in escrow within current assets and Subscription liability within current liabilities on the consolidated balance sheet as of December 31, 2025. The Rights Offering closed on January 14, 2026. (See Note 16 for additional details.) 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 HedgingContracts in an Entitys Own Equity,* and determined that all instruments qualify for equity classification. Upon closing, gross proceeds were allocated among the common stock, Series A Rights, and Series B Rights components using the relative fair value method under, with the fair values of the Series Rights determined using the Black-Scholes option pricing model as of each respective closing date. In connection with the Rights Offering, the Company determined that a bonus element existed under ASC Topic 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 Companys 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. 2020 Equity Incentive Plan: In October 2020, the Board of Directors and shareholders adopted the Companys 2020 Equity Incentive Plan (the 2020 Plan), effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of the Companys common stock to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Companys business. 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. In 2023, the Board and the shareholders adopted the Companys Amended and Restated 2020 Equity Incentive Plan (the Amended and Restated Plan), effective as of December 11, 2023. The Amended and Restated Plan is substantially similar to the 2020 Plan except that it increases the shares of our common stock available for issuance thereunder to 2,250,000 shares of common stock. On October 1, 2025, the Companys Board unanimously approved, an Amendment to the Amended and Restated 2020 Equity Incentive Plan (Amended and Restated Plan) to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000. On December 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders. | F-30 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** As of December 31, 2025, all outstanding stock options were issued according to the Companys 2020 Plan, and there remained 3,487,375 shares of common stock available for future issuance under the 2020 Plan. Stock Options: On February 7, 2025, the Company granted an employee ten-year stock options to purchase 25,000 shares of common stock according to the Companys 2020 Plan, of which 12,500 vest immediately and the balance will vest on January 31, 2026. The stock options have an exercise price of $2.32 per share. The Company has calculated these options with an estimated fair market value at $50,600 using the Black-Scholes model, with the following assumptions: expected term of 5.49 years, stock price of $2.32, exercise price of $2.32, volatility of 124.6%, risk-free rate of 4.34%, and no forfeiture rate. On June 17, 2025, the Company granted a board advisor ten-year stock options to purchase 10,000 shares of common stock according to the Companys 2020 Plan, of which 2,500 vest immediately and the balance will vest in quarterly installments over a one-year period commencing on June 17, 2025. The stock options have an exercise price of $1.97 per share. The Company has calculated these options estimated fair market value at $17,000 using the Black-Scholes model, with the following assumptions: expected term of 5.38 years, stock price of $1.97, exercise price of $1.97, volatility of 123.4%, risk-free rate of 3.99%, and no forfeiture rate. On July 28, 2025, the Company granted an employee ten-year stock options to purchase 1,000 shares of common stock according to the Companys 2020 Plan, of which 50 vest immediately and the balance will vest in quarterly installments over a ten-year period commencing on July 28, 2025. The stock options have an exercise price of $3.19 per share. The Company has calculated these options with an estimated fair market value at $2,900 using the Black-Scholes model, with the following assumptions: expected term of 7.38 years, stock price of $3.19, exercise price of $3.19, volatility of 123.5%, risk-free rate of 4.18%, and no forfeiture rate. On January 9, 2024, the Company granted a consultant ten-year stock options to purchase 2,500 shares of common stock according to the Companys 2020 Plan. The stock options vested immediately, with an exercise price of $1.86 per share. The Company has calculated these options with estimated fair market value at $3,800 using the Black-Scholes model, with the following assumptions: expected term of 5.00 years, stock price of $1.86, exercise price of $1.86, volatility of 116.1%, risk-free rate of 3.97%, and no forfeiture rate. On January 16, 2024, the Company granted an employee ten-year stock options to purchase 5,000 shares of common stock according to the Companys 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on April 16, 2024, with an exercise price of $1.93 per share. The Company has calculated these options with an estimated fair market value at $8,800 using the Black-Scholes model, with the following assumptions: expected term of 7.51 years, stock price of $1.93, exercise price of $1.93, volatility of 120.1%, risk-free rate of 4.01%, and no forfeiture rate. | F-31 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** On January 25, 2024, the Company granted an independent contractor ten-year stock options to purchase 50,000 shares of common stock according to the Companys 2020 Plan. 20,000 stock options were vested immediately and the balance of 30,000 shall vest in equal quarterly installments over three years commencing on June 30, 2024, with an exercise price of $2.19 per share. The Company has calculated these options with an estimated fair market value at $98,600 using the Black-Scholes model, with the following assumptions: expected term of 10.00 years, stock price of $2.19, exercise price of $2.19, volatility of 123.0%, risk-free rate of 4.07%, and no forfeiture rate. On October 28, 2024, the Company granted an employee ten-year stock options to purchase 15,000 shares of common stock according to the Companys 2020 Plan. The stock options vest in equal quarterly installments over three years commencing on October 29, 2024, with an exercise price of $1.02 per share. The Company has calculated these options estimated fair market value at $13,400 using the Black-Scholes model, with the following assumptions: expected term of 6.38 years, stock price of $1.02, exercise price of $1.02, volatility of 115.8%, risk-free rate of 4.19%, and no forfeiture rate. Below is a table summarizing the changes in stock options outstanding for the year ended December 31, 2025 and 2024: Schedule of Stock Options Outstanding | | | Number of | | | Weighted Average | | | | | | Options | | | Exercise Price ($) | | | | Outstanding at December 31, 2024 | | | 1,295,000 | | | $ | 2.28 | | | | Granted | | | 36,000 | | | $ | 2.25 | | | | Exercised | | | (64,500 | ) | | $ | 1.93 | | | | Forfeited or expired | | | (12,500 | ) | | $ | 2.71 | | | | Outstanding at December 31, 2025 | | | 1,254,000 | | | $ | 2.29 | | | | Exercisable at December 31, 2025 | | | 851,343 | | | $ | 2.51 | | | | | | Number of | | | Weighted Average | | | | | | Options | | | Exercise Price ($) | | | | Outstanding at December 31, 2023 | | | 1,236,000 | | | $ | 2.30 | | | | Granted | | | 72,500 | | | $ | 1.92 | | | | Exercised | | | | | | | | | | | Forfeited or expired | | | (13,500 | ) | | $ | 2.41 | | | | Outstanding at December 31, 2024 | | | 1,295,000 | | | $ | 2.28 | | | | Exercisable at December 31, 2024 | | | 706,202 | | | $ | 2.64 | | | Stock-based compensation expense related to stock options of $397,933 and $408,191 was recorded for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the remaining unrecognized compensation cost related to non-vested stock options is $620,070 and is expected to be recognized over 4.33 years. The outstanding stock options have a weighted-average remaining contractual life of 3.43 years and a total intrinsic value of $1,092,135. | F-32 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** Warrants: Below is a table summarizing the changes in warrants outstanding for the year ended December 31, 2025 and 2024: Schedule of Warrants Outstanding | | | Number of | | | Weighted Average | | | | | | Warrants | | | Exercise Price ($) | | | | Outstanding at December 31, 2024 | | | 3,296,942 | | | $ | 7.83 | | | | Granted | | | | | | | | | | | Exercised | | | | | | | | | | | Forfeited or expired | | | | | | | | | | | Outstanding at December 31, 2025 | | | 3,296,942 | | | $ | 7.83 | | | | Exercisable at December 31, 2025 | | | 3,296,942 | | | $ | 7.83 | | | | | | Number of | | | Weighted Average | | | | | | Warrants | | | Exercise Price ($) | | | | Outstanding at December 31, 2023 | | | 3,296,942 | | | $ | 7.83 | | | | Granted | | | | | | | | | | | Exercised | | | | | | | | | | | Forfeited or expired | | | | | | | | | | | Outstanding at December 31, 2024 | | | 3,296,942 | | | $ | 7.83 | | | | Exercisable at December 31, 2024 | | | 3,296,942 | | | $ | 7.83 | | | Stock-based compensation expense related to warrants of $0 was recorded for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted-average remaining contractual life of 0.23 years and a total intrinsic value of $0. Restricted Stock Units: On May 20, 2022, 30,000 restricted stock units at an exercise price of $1.96 were issued to a board advisor. Vesting occurred in equal quarterly installments of 2,500 shares beginning on May 20, 2022. The final installment of 2,500 shares was issued on February 20, 2025 and as of December 31, 2025, the entire 30,000 shares of common stock were issued. On December 12, 2025, the Company granted restricted stock awards under the Companys 2020 Plan to directors of the Company for an aggregate of 45,000 shares of common stock (15,000 each) valued at $138,600. These restricted stock awards were vested immediately. On December 19, 2024, the Company granted restricted stock awards under the Companys 2020 Plan to directors of the Company for an aggregate of 45,000 shares of common stock (15,000 each) valued at $90,000. These restricted stock awards were vested immediately. | F-33 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** Below is a table summarizing the changes in restricted stock units outstanding for the years ended December 31, 2025 and 2024: Schedule of Changes in Restricted Stock Units Outstanding | | | Number of | | | Weighted Average | | | | | | RSUs | | | Exercise Price ($) | | | | Outstanding at December 31, 2024 | | | 2,500 | | | $ | 1.96 | | | | Granted | | | 45,000 | | | $ | 3.08 | | | | Vested | | | (47,500 | ) | | $ | 3.02 | | | | Forfeited or expired | | | | | | | | | | | Outstanding at December 31, 2025 | | | | | | $ | | | | | | | Number of | | | Weighted Average | | | | | | RSUs | | | Exercise Price ($) | | | | Outstanding at December 31, 2023 | | | 12,500 | | | $ | 1.96 | | | | Granted | | | 45,000 | | | $ | 2.00 | | | | Vested | | | (55,000 | ) | | $ | 1.99 | | | | Forfeited or expired | | | | | | | | | | | Outstanding at December 31, 2024 | | | 2,500 | | | $ | 1.96 | | | **** Stock-based compensation expense related to restricted stock units of $146,255 and $109,590 was recorded for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the remaining unrecognized compensation cost related to non-vested restricted stock units is $0. The outstanding restricted stock units have a weighted-average remaining contractual life and a total intrinsic value of $0. **(15) Commitments and Contingencies** **** **** **Contingent Liability Intangible Asset Acquisition:** **** **** On March 26, 2025, the Company entered into the Titan APA to purchase 5G ORAN radio products. The closing of the transactions and the payment of the purchase price contemplated by the Titan 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 Customers initial purchase order) which purchase orders will be spread out over 3 years (Subsequent Purchase Orders). | F-34 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** 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. Upon the procurement of the Initial Purchase Order and receipt of assurance of the Subsequent Purchase Orders (the First Milestone), the Company issued 914,635 shares of restricted common stock to Titan at $1.64 per share, based on the 30-day volume weighted-average price (VWAP). The fair value of the common stock issued was $1,710,367 based on the closing stock price on April 24, 2025 of $1.87 per share. These shares, together with $3.5 million in cash paid at closing, represented the initial consideration (the First Milestone) under the APA. 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 and approval of the 5G ORAN radio products technology and intellectual property rights by Titan to the Company (the Second Milestone). The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025. As a result of the First Milestone payment of $5,210,367 and the contingent liability of $3,000,000, an intangible asset of $8,210,367 was recorded at December 31, 2025. (See Note 9). In addition, under the Titan 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 Titans 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. To Company incurred a fee $403,916 in transaction fees for administrative support in connection with the transfer of the purchased assets, which are recorded in selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2025. In connection with the transaction, Titans 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, Titans affiliate will continue its business and retain its employees focusing on software solutions and services. **** **(16) Subsequent Events** 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 net proceed from the Closing was approximately $8,103,909 after deducting fees and expenses of Moody Capital, as placement agent, and our other estimated offering expenses. 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. **** On January 20, 2026, the Company entered into a form of independent director agreement (the Director Agreement) with each of the following: Andrew Lee, Daniel Mazziota and Shailesh Sonny Modi (the Independent Directors). The Director Agreement provides for a one (1) year term unless terminated earlier upon certain events set forth in the Director Agreement, which includes among other things, resignation or removal. In addition, the Director Agreement also provides, among other things, reimbursement of expenses for attending meetings, indemnification and annual compensation of 15,000 Restricted Stock Units pursuant to the Companys Amended and Restated Plan for services. | F-35 | | AmpliTech Group, Inc. **Notes To Consolidated Financial Statements** **For the Years Ended December 31, 2025 and 2024** **** On January 26, 2026, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with five institutional investors (the Purchasers) pursuant to which we agreed to sell in a registered direct offering (the Offering) 2,230,000 Units (Units) at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right and one Series B Right. The common stock and the Series Rights comprising the Units were purchased as a Unit but will be issued separately. The Series A Rights and Series B Rights may be exercised commencing on their date of issuance and continuing until their expiration dates, respectively, July 18, 2026 and November 20, 2026. Upon the respective expiration dates of the Series Rights, there will be one closing for each Series Rights. The Series Rights provided the Purchasers substantially the same rights and entitlements as those Series A Rights and Series B Rights issued in connection with the units Rights Offering described in Note 14.The Offering closed on January 27, 2026, resulting in the issuance of 2,230,000 shares of common stock, and Series A Rights to purchase an aggregate of 2,230,000 shares of common stock at $5.00 per share, and Series B Rights to purchase an aggregate of 2,230,000 shares of common stock at $6.00 per share. The net proceeds to the Company from the sale of the Units in the Offering was approximately $8,319,900 after deducting the placement agents fees and other estimated offering expenses payable by the Company. In connection with the Offering, on January 26, 2026, the Company entered into a placement agency agreement with Moody Capital Solutions, Inc. (the Placement Agent) (the Placement Agency Agreement), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.0% of the aggregate gross proceeds received by the Company from the sale of the Units and the exercise of the Series Rights in the offering. The Company also agreed to reimburse the Placement Agent for up to $15,000 in accountable expenses, including the Placement Agents legal counsels fees. **** On January 30, 2026, the Company entered into an Executive Employment Agreement with each of the following executive officers: Fawad Maqbool, Chief Executive Officer; Louisa Sanfratello, Chief Financial Officer, and Jorge Flores , Chief Operating Officer. Pursuant to the terms of the Executive Employment Agreements, among other things, the Company providing for annual base salary of $600,000 per year for Fawad Maqbool, President and CEO/CTO, and $350,000 per year for Louisa Sanfratello, CFO and Jorge Flores, COO which salary was effective as of October 1, 2025. In addition, the Company granted each of the Named Executive Officers: (1) an incentive stock option to purchase 200,000 shares of common stock and (2) 50,000 restricted stock units that vest immediately upon grant. The option 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. On February 19, 2026, the Companys 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 1,371,428 warrants outstanding with each warrant granting the holder the right to purchase one share of common stock at $7.00 per share. On March 10, 2026, pursuant to the recommendation of the Compensation Committee of the Board of Directors of , the Board of Director approved the annual performance milestones to determine eligibility for, and the amount of, annual performance bonuses for the named executive officers of the Company for the fiscal year ending 2026 and onward (the Bonus Plan). The purpose of the adoption of the Bonus Plan is to incentivize and reward executive officers for achieving specified financial, operational, and strategic objectives. The Bonus Plan sets the amount of bonus each fiscal year each named executive officer is eligible to receive and the performance criteria for such bonus, which is based on the following three metrics: annual revenue, EBITDA/gross margin, and employee retention. All of the Companys named executive officers are eligible to participate in the annual bonus plan. The target bonuses set for the named executive officers under the Bonus Plan are as follows: (1) Mr. Maqbool, Chief Executive Officer, 75% of base annual salary and (2) Ms. Sanfratello, Chief Financial Officer, and Mr. Flores, Chief Operating Officer, 45% of base annual salary. The performance weightings for the executive management team are 50% for the revenue metric, 35% for the operating profit metric (based on EBITDA/gross margin) and 15% for employee retention metric. If the performance of any metrics does not meet the applicable minimum threshold for that measure, no award will be earned for that measure. If the minimum threshold is achieved, the target bonus will apply. For each minimum metric obtained, the weighted percentage will apply linearly, then all line metrics percentage achieved are added to calculate final percentage for the final bonus calculation. If the maximum metric performance is achieved, for each metric achieved, 10% will be added to each line metric with the maximum bonus being equal to 105%for Mr. Maqbool, and 75%for Ms. Sanfratello and Mr. Flores. Calculation of bonus for performance between minimum and maximum thresholds will be determined by linear interpolation. In addition, upon Board approval at the recommendation of the Compensation Committee, a discretionary bonus for a maximum of 85% of annual base salary may also be awarded to Mr.Fawad, and a maximum of 55% of annual base salary may be awarded to Ms. Sanfratello and Mr. Flores. | F-36 | |