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What changed in AmpliTech Group, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of AmpliTech Group, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+295 added−174 removedSource: 10-K (2025-03-31) vs 10-K (2024-04-01)

Top changes in AmpliTech Group, Inc.'s 2024 10-K

295 paragraphs added · 174 removed · 135 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

28 edited+52 added−4 removed60 unchanged
Biggest changeOur 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, medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the aerospace, governmental, defense and commercial satellite markets. 5 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, LNA’s, power amplifiers, filters, attenuators, thru lines and has the ability to provide custom design projects.
Biggest changeOur 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 (LNA’s), medium power amplifiers, cryogenic amplifiers, low noise block-down converters (LNB’s) and custom assembly designs for the aerospace, governmental, defense and commercial satellite markets.
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 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. 7 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.
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 8 ● 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 as requested by the customers.
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 as requested by the customers.
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 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 9 ● 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.
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 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 10 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.
The capital balances have been retroactively adjusted to reflect the reverse acquisition. 4 AmpliTech designs, engineers and assembles microwave component based low noise amplifiers (“LNA”) that meet individual customer specifications. Application of the Company’s proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer.
The capital balances have been retroactively adjusted to reflect the reverse acquisition. AmpliTech designs, engineers and assembles microwave component based low noise amplifiers (“LNA”) that meet individual customer specifications. Application of the Company’s 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 substantially all of the assets of Specialty Microwave Corporation, a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and goodwill.
The Company has both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. 4 On September 12, 2019, AmpliTech Group Inc. acquired substantially all of the assets of Specialty Microwave Corporation, a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and goodwill.
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. 10 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.
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. 11 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.
Trade Shows We attend trade shows such as IMS (International Microwave Symposium), European Microwave Symposium, MWC (Mobile World Congress) and the Satellite Show in Washington D.C. We also sponsor some trade shows to gain recognition and presence.
Trade Shows We attend trade shows such as IMS (International Microwave Symposium), European 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.
Our manufacturing process in Hauppauge involves the assembly of numerous individual components and precise fine-tuning by production technicians. Our new manufacturing facility more than triples our capacity and still has room for expansion.
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 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. 7 Power Dividers Our power dividers stand as a testament to AmpliTech’s commitment to delivering innovative solutions through a strategic research and development business plan.
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. 8 Power Dividers Our power dividers stand as a testament to AmpliTech’s commitment to delivering innovative solutions through a strategic research and development business plan.
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. 11 Suppliers Our material consists of purchased component parts used in our assembly process or distributed.
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. 12 Suppliers Our material consists of purchased component parts used in our assembly process or distributed.
Key elements of our strategy include the following: ● Reorganization to have our shares traded 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 of 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.
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 of 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.
However, recent cost inflation and potential supply chain disruptions may lead to higher material costs in fiscal 2024.
However, recent cost inflation, tariffs and potential supply chain disruptions may lead to higher material costs in fiscal 2025.
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 AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.
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 AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. Recent Board Change On January 17, 2025, Mr.
Research and development costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively. Industry and Competition Market Overview We operate our business in the industry of high-power RF semiconductors.
Research and development costs for the years ended December 31, 2024 and 2023 were $3,590,695 and $2,341,845, respectively. Industry and Competition Market Overview We operate our business in the industry of high-power RF semiconductors.
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.
We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives. 13 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.
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.
PHEMT MMIC Technology LNA’s AmpliTech’s 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.
Our website has also been updated to include an e-commerce dashboard with access to purchase our products. Our website is available at www.amplitechgroup.com.
Our website has also been updated to include an e-commerce dashboard with access to purchase our products. Our website is available at www.amplitechgroup.com. Trade Magazines We advertise our products in Microwave Product Digest and Microwave Journal.
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. 6 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.
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 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.
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. 9 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.
Trade Magazines We advertise our products in Microwave Product Digest and Microwave Journal. 12 Customers 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. Some of our customers include Viasat, L3 Harris Technologies, CPI, Lockheed Martin, Microsemi, Cett Technology and Universal Enterprise.
Customers 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. Some of our customers include Viasat, L3 Harris Technologies, CPI, Lockheed Martin, Microsemi, and Paramount Global. As of December 31, 2024, there was one customer that accounted for 13.97% of our total revenue.
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.
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.
Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation. Ka Band LNB (Low-Noise Block Down Converter Unit) Featuring its proprietary AmpliTech LNA low noise technology, this Ka Band LNB was designed for superior performance in small sats, LEO, MEO, GEO and portable or fixed Ka-Band teleport applications.
Low-Noise Block Down Converter Units (LNB’s) Featuring its proprietary AmpliTech LNA low noise technology, these LNB’s, 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.
Over 25 new MMIC chip technology products were released during 2023. 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.
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. Our SSM division is a globally authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirement.
This new phase array product supports 3.4-4.0 GHz and 2.496-2.69 GHz, with 8 x 4 x 2 = 64 Active Phased Array Elements. It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU. This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas.
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 4 x 2 = 64 Active Phased Array Elements. It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU.
We plan to use the information obtained from the IP story to file additional patents relating to our intellectual property and trade secrets. Employees As of March 13, 2023, we have forty-six (46) full time employees. From time to time, we may hire additional workers on a contract basis as the need arises. 13
We recently received three 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 21, 2025, we have forty-six (47) full time employees.
The following table describes supplier concentration based upon the percentage of materials purchased from each supplier for 2023: Supplier A $ 1,751,735 33.14 % Supplier B 908,273 17.18 % Supplier C 800,132 15.14 % Supplier D 363,554 6.88 % Supplier E 236,303 4.47 % All other suppliers (approximately 104) 1,226,485 23.19 % Total $ 5,286,482 100 % Marketing We employ an aggressive and focused approach to market our products, at various venues including trade shows, strategic alliances, websites and trade magazines.
The following table describes supplier concentration based upon the percentage of materials purchased from each supplier for 2024: Supplier A $ 1,581,069 33.05 % Supplier B 559,044 11.69 % Supplier C 517,296 10.81 % Supplier D 436,008 9.11 % Supplier E 181,092 3.79 % All other suppliers 1,509,405 31.55 % Total $ 4,783,914 100 % Marketing We employ an aggressive and focused approach to market our products, at various venues including trade shows, strategic alliances, websites and trade magazines.
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.
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.
Removed
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 expecting full deployments in late 2024.
Added
Matthew Kappers resigned as a director of the Company, including his positions as the chairman of the Nominating and Corporate Governance Committee, and as a member of the Audit Committee and the Compensation Committee for personal reasons. Upon Mr. Kappers’ resignation, the Board appointed Mr.
Removed
The Company offers multiple IC packaging and lids product lines according to desired product specifications, device performance, dimensions, resistances, and tolerances. PHEMT MMIC Technology LNA’s AmpliTech’s new line of low noise amplifiers introduces high performance, high reliability MMIC-based designs.
Added
Shailesh “Sonny” Modi as a director of the Board of Directors of the Company to fill the vacancy resulting from Mr. Kappers’ resignation. The Board appointed Mr. Modi to serve as the chairman of the Nominating and Corporate Governance Committee, and a member of the Audit Committee and the Compensation Committee.
Removed
In February 2018, the Company entered into an advisory agreement with Sunbiz Holding Corp to promote market awareness in Asia and the Middle East. The advisory agreement had been extended for an additional two years ending in 2022.
Added
In addition, on January 20, 2025, each of the following independent directors: Mr. Andrew Lee, Mr. Daniel Mazziota and Mr. Shailesh “Sonny” Modi entered into an independent director agreement with the Company.
Removed
As of December 31, 2023, there was one customer that accounted for 8.45% of our total revenue. We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives.
Added
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.
Added
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 Company’s Amended and Restated 2020 Equity Incentive Plan for services.
Added
Recent Debt Reduction On July 23, 2024, the Company entered into a business loan and security agreement with Altbanq Lending II LLC in the amount of $1,300,000, which included an origination fee of $26,000 and an original issue discount of $403,000.
Added
The loan is payable within 76-weeks through 38 bi-weekly payments of $44,816 and bore an annual interest rate of 21.2% with prepayment options available. The loan was secured by the Company’s assets through a UCC filing, and proceeds were used for working capital, 5G licensing and certification fees.
Added
During the year ended December 31, 2024, the Company repaid the loan in full, through principal payments of $1,534,000, and recorded $260,000 in debt discount amortization. 5 Recent Financings 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 Company’s common stock, par value $0.001 per share at a per share price of $0.7302.
Added
The closing of the offering occurred on September 11, 2024. The gross proceeds to the Company from this offering was approximately $1 million, before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $180,000.
Added
On November 24, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,425,377 shares of our common stock, at a per share price of $0.92 and prefunded warrants to purchase 177,882 shares of common stock, at $0.919 per prefunded warrant (“Prefunded Warrant”) (the “November Offering”).
Added
The closing of the registered direct offering 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 agent’s fees and other offering expenses payable by the Company of approximately $200,000.
Added
On December 11, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,352,500 shares of our common stock at a per share price of $1.60 (the “December Offering”). The closing of the registered direct offering occurred on December 13, 2024.
Added
The gross proceeds to the Company from this offering was approximately $2,164,000 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $220,000.
Added
On December 16, 2024, we entered into a Securities Purchase Agreement with two institutional investors pursuant to which we sold in a registered direct offering 1,516,680 shares of our common stock at a per share price of $2.10 (the “Second December Offering”). The closing of the registered direct offering occurred on December 18, 2024.
Added
The gross proceeds to the Company from this offering was approximately $3,185,028 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $290,000.
Added
On December 24, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,871,000 shares of our common stock at a per share price of $3.10 (the “Third December Offering”). The closing of the registered direct offering occurred on December 27, 2024.
Added
The gross proceeds to the Company from this offering was approximately $5,800,100 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $490,000.
Added
On December 27, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 2,173,920 shares of our common stock, par value $0.001 per share, at a per share price of $4.60 (“Fourth December Offering”). The closing of the registered direct offering occurred on December 31, 2024.
Added
The gross proceeds to the Company from this offering was approximately $10,000,032 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $660,000.
Added
Pursuant to the Securities Purchase Agreements entered into in the November Offering, December Offering, Second December Offering, Third December Offering and Fourth December Offering we agreed to, among other things, not issue any shares of common stock for a period of 45 days after such Offerings’ respective closing dates.
Added
Investors who participated in the November Offering, December Offering, Second December Offering and Third December Offering agreed to waive this 45-day prohibition on issuing securities in connection with the Fourth December Offering.
Added
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.
Added
Recent Developments Asset Purchase Agreement On March 26, 2025, the Company entered into an asset purchase agreement with Titan Crest, LLC, a Delaware limited liability company (the “Seller”), 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”) (the “Asset Purchase Agreement”).
Added
The Asset Purchase Agreement contains customary representations and warranties and covenants by each party.
Added
In addition to customary closing conditions, the closing of the transactions and the payment of the purchase price contemplated by the Asset Purchase Agreement is conditioned upon certain conditions, including but not limited to (i) the issue of a purchase order from Telus for fiscal year delivery to the Company, (ii) a purchase order between the Company and the Seller or its affiliate pursuant to which the Seller will assist in manufacturing the products to be sold to Telus to meet its purchase order, and (iii) receipt of correspondence from Telus to the Company, indicating Telus’ intention to issue purchase orders (including Telus’ initial purchase order) which purchase orders will be spread out over 3 years (“Telus Subsequent Purchase Orders”).
Added
The aggregate purchase price for the assets is $8,000,000 which consists of $3,000,000 in cash and $5,000,000 in restricted shares of common stock of which the first $2,500,000 in cash and $2,500,000 in restricted common stock will be issued upon the procurement of the Telus’ initial purchase order and receipt of assurance of the Telus Subsequent Purchase Orders; and that the remaining $500,000 in cash to be paid on December 5, 2025 and $2,500,000 in shares of restricted common stock will be issued to Company upon the transfer of the 5G ORAN radio products’ technology and intellectual property rights by the Seller to the Company.
Added
In addition, under the Asset Purchase Agreement, 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.
Added
Further, the Seller 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.
Added
In addition, the Asset Purchase Agreement contemplates that after the closing, the Company and the Seller will enter short-term transition services agreements for up to two of the Seller’s employees to provide Company assistance in the assignment and transfer of the purchased assets from the Seller to the Company for a fee not to exceed $430,000.
Added
In connection with the transaction, Seller’s affiliate agreed to transfer all of its rights, title and interest in 5G ORAN radio products technology and intellectual property rights to Seller.
Added
Subsequent to the transaction, Seller’s affiliate will continue its business and retain its employees focusing on software solutions and services. 6 Revolving Line of Credit On March 25, 2025, AmpliTech Group, Inc., a Nevada corporation (the “Company”), entered into a Bank Loan Agreement (the “Loan Agreement”) with Dime Community Bank (the “Bank”) for a revolving line of credit for up to $750,000 (the “Revolving Line of Credit”).
Added
The Company has established the Revolving Line of Credit for 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.
Added
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.
Added
In addition to interest, the Company agreed to pay an annual fee of $500.00 on the anniversary date of each year the Loan Agreement is in effect, subject to change by the Bank with notice.
Added
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.
Added
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”).
Added
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.
Added
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.
Added
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.
Added
Among other things, the Loan Agreement contains customary representations and warranties, events of default, negative and affirmative covenants and financial covenants, and certain limitations on dispositions of assets.
Added
The Loan Agreement also contains usual and customary events of default (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts payable under the Note may be accelerated at the Bank’s option and/or the Bank’s commitment and obligations will terminate without notice to the Company.
Added
Letter of Intent On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. If fulfilled, deliveries of the order are expected to start in FY2025 and will substantially increase each year thereafter into 2027.
Added
The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. No assurance can be given that the Company will enter into any purchase orders for the total amount of $78 million.
Added
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, LNA’s, power amplifiers, filters, attenuators, thru lines and has the ability to provide custom design projects. Over 125 new MMIC chip technology products have been released since AGMDC’s inception.
Added
This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas.
Added
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. 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.
Added
Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

39 edited+45 added−13 removed99 unchanged
Biggest changeA 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. 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.
Biggest changeThe 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 assure favorable outcomes in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could negatively impact our financial results.
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 management’s 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.
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; 22 ● diversion of management’s 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.
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 two 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.
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.
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; 17 ● 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.
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; 18 ● 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.
Further, current or future governmental policies may increase the risk of inflation, 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.
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.
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.
Many of our existing and potential competitors may be better positioned than we are to acquire other companies, technologies or products. 15 Some of our customers may also maintain diverse supplier bases to enhance competition and maintain multiple providers of amplifier products.
In addition, there can be no assurance that an active trading market for the Listed Warrants will develop. Holders of the Listed Warrants will have no rights as common stockholders until they acquire our common stock .
In addition, there can be no assurance that an active trading market for the Listed Warrants will develop. 26 Holders of the Listed Warrants will have no rights as common stockholders until they acquire our common stock .
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 weakness, our disclosure controls and procedures were not effective as of December 31, 2023.
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, 2024 and 2023.
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; 16 ● 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.
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; 17 ● 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.
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. 20 Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.
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. 21 Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.
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 adversely affect our business, operating results and financial condition. 18 We are subject to order and shipment uncertainties.
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 adversely affect our business, operating results and financial condition. 19 We are subject to order and shipment uncertainties.
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. 23 Future sales or perceived sales of our common stock could depress our stock price.
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. 24 Future sales or perceived sales of our common stock could depress our stock price.
Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he has the ability to influence actions requiring stockholder approval . As of the date of this report, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 29.07% of our outstanding shares of common stock. As a result, Mr.
Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he has the ability to influence actions requiring stockholder approval . As of the date of this report, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 14% of our outstanding shares of common stock. As a result, Mr.
The Company has experienced supply chain constraints which have slowed down production and will 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.
The Company has experienced supply chain constraints which have slowed down production which 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.
The Listed Warrants are speculative in nature. The Listed Warrants 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 of time.
The Listed Warrants 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 of time.
In some cases, our supply chain has been affected by both tariffs and by the COVID-19 pandemic. 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.
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.
The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China, the war in the Middle East or an escalation in conflict 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 in, for example, Russia, also 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. 15 Economic conditions may adversely impact our business, operating results and financial condition.
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 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. 21 U.S. government audits and investigations could adversely affect our business .
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. Acquisitions may expose us to additional risks.
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. 19 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.
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.
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 $2,465,439 in 2023 and $677,107 in 2022. As of December 31, 2023, we had an accumulated deficit of $9,769,723.
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 $11,242,404 in 2024 and $2,465,439 in 2023. As of December 31, 2024, we had an accumulated deficit of $21,012,127.
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. 14 The Company is dependent on the global supply chain and has experienced supply chain constraints, as well as increased costs on components and shipping.
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.
These and other provisions of the Listed Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.
These and other provisions of the Listed Warrants could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
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. 24 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 .
Additionally, this concentration of ownership might harm the market price of our common stock by: ● delaying, deferring or preventing a change in corporate control; 25 ● 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.
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 and the rapidly developing conflict in Ukraine.
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.
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.
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 our results of our operations.
We currently 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.
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 currently 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.
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.
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. 20 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.
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 . The Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar for the stock to remain listed.
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 . The listing of our Common Stock on The Nasdaq Capital Market is contingent upon our compliance with The Nasdaq Capital Market’s conditions for continued listing.
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 acquired business.
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 acquired business.
Raw material supply shortages and supply chain constraints, including cost inflation, have impacted 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.
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.
The competition for qualified personnel in the New York area where we are headquartered constrains our ability to attract qualified personnel.
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.
We cannot assure 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.
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.
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.
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 as a result of future equity offerings and other issuances of our common stock or other securities.
While we were able to have the false press release withdrawn, any similar 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.
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.
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.
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.
In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy 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.
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.
Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly.
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.
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.
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.
Such fluctuations may have a material adverse impact on our results of our operations. 22 Risks Relating to our Common Stock and our Listed Warrants The price of our common stock could be volatile and could decline at a time when you want to sell your holdings.
In such circumstances, the trading price of our securities may not recover and may experience a further decline. 23 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.
Removed
The increased cost of components and freight as well as ongoing delays in production are likely to have an impact on sales and profitability throughout 2024. Our market is very competitive. If we fail to compete successfully, our business and operating results will suffer.
Added
There is no assurance that the Asset Purchase Agreement will close or that even if we close we will realize the anticipated benefits. On March 26, 2025, the Company entered into the Asset Purchase Agreement.
Removed
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. For example, we currently have a limited number of personnel for the assembling and testing processes.
Added
The closing of the Asset Purchase Agreement is subject to the occurrence of certain closing conditions, which include actions to be taken by a certain third-party customer. There can be no guarantees that the closing conditions will be met satisfied.
Removed
Failure to remediate a material weakness in internal accounting controls could result in material misstatements in our financial statements.
Added
Even if the transactions contemplated by the Asset Purchase Agreement is completed, the acquisition of the assets may not 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 our revenues and return on investment.
Removed
We have previously been subject to the unauthorized use of certain company credentials that were used to issue a false press release in April 2018.
Added
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 no assurance that we will enter into definitive purchase orders or generate revenues as expected.
Removed
Federal government agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency, routinely audit and evaluate government contracts and government contractors’ administrative processes and systems. These agencies review the Company’s performance on contracts, pricing practices, cost structure, financial capability and compliance with applicable laws, regulations and standards.
Added
On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. There is no assurance that the letter of intent will result in a series of definitive purchase orders or generate revenues as expected.
Removed
These agencies also review the adequacy of the Company’s internal control systems and policies, including the Company’s purchasing, accounting, estimating, compensation and management information processes and systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such costs already reimbursed must be refunded.
Added
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. The Company is dependent on the global supply chain and has in the past experienced supply chain constraints, as well as increased costs on components and shipping.
Removed
If an audit or investigation of our business were to uncover improper or illegal activities, then we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government.
Added
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.
Removed
In addition, responding to governmental audits or investigations may involve significant expenses and divert management attention. Acquisitions may expose 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.
Added
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.
Removed
These factors include: ● quarterly variations in our results of operations or those of our competitors; ● delays in end-user deployments of products; ● announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments; ● intellectual property infringements; ● 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.
Added
On February 1, 2025, the U.S. government announced a 25% tariff on product imports from certain countries, including Mexico and Canada, and 10% tariffs on product imports from certain countries, including China.
Removed
Maqbool; ● changes in governmental regulations; ● changes in earnings estimates or recommendations by securities analysts; ● the impact of the political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine; ● our failure to generate material revenues; ● our public disclosure of the terms of any financing which we may consummate in the future; ● any acquisitions we may consummate; ● announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; ● cancellation of key contracts; ● short selling activities; ● changes in market valuations of similar companies; and ● general economic conditions and slow or negative growth of end markets.
Added
On February 3, 2025, the prospective tariffs on Canada and Mexico were deferred for 30 days, though the execution of these tariff increases remain possible beyond the current short-term reprieve.
Removed
Securities class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs to us and divert our management’s attention and resources.
Added
The 10% additional tariff on all imports from China went into effect, and on February 4, 2025, China retaliated with various levels of tariffs on certain products imported into that country from the U.S.
Removed
If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the Nasdaq Capital Market.
Added
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
Removed
In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement or prevent future non-compliance with the listing requirements.
Added
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. There can be no assurances that these disruptions will not continue or increase in the future, with the previously mentioned countries or additional countries with which we do business.
Added
We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.
Added
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. 16 Economic conditions may adversely impact our business, operating results and financial condition.
Added
In addition, during the three months ended March 31, 2024, we made several transactions in digital currency in the total amount of approximately $3.25 million (the “Digital Currency Investment”) which was fraudulently induced.
Added
As a result, we identified further additional material weaknesses regarding our internal controls over financial reporting including, but not limited to, the lack of segregation of duties involved in the execution and approvals of wire transfers for material investments in digital assets.
Added
We have identified certain steps necessary to address the material weaknesses, and we continue to implement the remedial procedures.
Added
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.
Added
On October 31, 2024, the Company received a shareholder letter demanding that the Company’s Board take action against certain and/or former officers and directors of the Company asserting violations of fiduciary duties of good faith, loyalty and due care, and/or the aiding and abetting of such breaches of fiduciary duty in connection with the Digital Currency Investment.
Added
We have established a Board committee to review this letter and to prepare a response thereto. In addition, as previously discussed, the Company’s Board has taken steps and adopted procedures in response to the material weakness related to the Digital Currency Investment.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Risks Relating to our Common Stock and our Listed Warrants 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 traded on Nasdaq may decline.
Added
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 traded on Nasdaq may decline. The trading price of shares of our Common Stock could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAlthough members of our senior management do not have direct cybersecurity expertise obtained through certifications, their experience managing the Company, which includes consulting and coordinating as necessary with in-house information-technology specialists, enables them to effectively assess and manage material risks from cybersecurity threats. The Company relies on in-house information-technology specialists to assist in managing relevant risks.
Biggest changeAlthough members of our senior management do not have direct cybersecurity expertise obtained through certifications, their experience managing the Company, which includes consulting and coordinating as necessary with in-house information-technology specialists, enables them to effectively assess and manage material risks from cybersecurity threats. 27 The Company relies on in-house information-technology specialists to assist in managing relevant risks.

Item 2. Properties

Properties — owned and leased real estate

7 edited+2 added−2 removed2 unchanged
Biggest changeThe 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.
Biggest changeThe 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.
This property is used for administrative offices and for manufacturing. 25 On September 15, 2019, the Company entered a five- year lease on property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to buy the property during the first two years of the lease for $1.2 mm and then at fair market value for the remainder of the lease term.
ITEM 2. PROPERTIES On September 15, 2019, the Company entered a five- year lease on property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to buy the property during the first two years of the lease for $1.2 mm and then at fair market value for the remainder of the lease term.
On December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same lease terms and conditions as previously stipulated in the lease agreement prior to the lease assumption.
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.
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 month’s 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 month’s rent totaling $17,999.
The first month’s 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 month’s rent totaling $17,999. The Company moved into the new facility on August 1, 2024.
The lease term will expire on January 31, 2025, with a monthly base rent of $24,234 for the first 12 months and increase by approximately 3% every year. As of December 31, 2023, all the facilities described above were in good operating condition, well maintained and in regular use.
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.
Our wholly owned subsidiary, AmpliTech, Inc., and the Company’s divisions, Specialty Microwave and AGTGSS, also operate out of our principal executive office.
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 Company’s divisions, Specialty Microwave and AGTGSS, also operate out of our principal executive office. This property is used for administrative offices and for manufacturing.
We believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future. 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.
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.
Removed
ITEM 2. PROPERTIES As of April 1, 2022, our principal executive office is 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.
Added
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.
Removed
The Company expects to be fully operational at the new MMIC division facility May 1, 2024.
Added
As of December 31, 2024, 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

Legal Proceedings — active lawsuits and investigations

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Biggest changeLitigations 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. PART II
Biggest changeLitigations are subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time and harm our business. 28 ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms. Dividend Policy We have never declared or paid dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future.
Biggest changeHolders of Record of Common Stock As of March 21, 2025, there were approximately 44 holders of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms. Dividend Policy We have never declared or paid dividends on our common stock.
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. ITEM 6. [RESERVED]
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.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.
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.
Our common stock and warrants have been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbols “AMPG” and “AMPGW”, respectively, and commenced trading on the NASDAQ on February 17, 2021. 26 Holders As of March 27, 2024, there were 44 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock and warrants have been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbols “AMPG” and “AMPGW”, respectively, and commenced trading on the NASDAQ on February 17, 2021.
Removed
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Up through February 16, 2021, our common stock traded on the over-the-counter market and was quoted on the OTCQB market under the symbol “AMPG”.
Added
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.
Added
Equity Compensation Plan Information The following table summarizes information about our equity compensation plans as of December 31, 2024: 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 1,295,000 $ 2.28 760,142 Equity compensation plans not approved by security holders Total 1,295,000 $ 2.28 760,142 29 ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

55 edited+59 added−19 removed40 unchanged
Biggest changeInvesting Activities The net cash used in investing activities for the year ended December 31, 2023 was $725,899 for the purchase of property and equipment offset with the net investments in marketable securities.
Biggest changeThe net cash used in investing activities for the year ended December 31, 2023 was $725,899 for the purchase of property and equipment offset with the net investments in marketable securities. 33 Financing Activities 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 financing lease liabilities and notes payable.
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 enacted tax rates in effect in the years in which the differences are expected to reverse.
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.
Concentration of Credit Risk Financial instruments that potentially subject the Company to 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 in order to limit the amount of credit exposure.
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 in order to limit the amount of credit exposure.
Intangible assets are amortized as follows: Description Useful Life Method Trade names Indefinite N/A Customer relationships 15 to 20 years Straight-line Intellectual property 15 years Straight-line 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 are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Intangible assets are amortized as follows: Description Useful Life Method Trade names Indefinite N/A Customer relationships 15 to 20 years Straight-line Intellectual property 15 years Straight-line 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.
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. 33 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.
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.
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. 27 On November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc.
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 November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc.
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.
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.
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. Identify the performance obligations in the contract . Generally, our contracts with customers do not include multiple performance obligations to be completed over a period.
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. Identify the performance obligations in the contract . Our contracts with customers do not include multiple performance obligations to be completed over a period.
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 at December 31, 2023 and 2022, respectively.
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 at December 31, 2024 and 2023, respectively.
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, 2023 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.
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, 2024 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.
Our performance obligations generally 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 .
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. 37 Determine the transaction price .
Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Cash and cash equivalents, receivables, inventory, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature.
Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature.
If the carrying amount of the reporting unit and indefinite-lived assets exceeds 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.
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.
The Company’s policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions in order 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.
The Company’s 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.
Property and equipment are depreciated as follows: Description Useful Life Method Office equipment 3 to 7 years Straight-line Machinery and equipment 7 to 10 years Straight-line Computer equipment and software 1 to 7 years Straight-line Vehicles 5 years Straight-line Leasehold improvements 7 years Straight-line Intangible Assets Definite-lived intangible assets including customer relationships and intellectual property are subject to amortization.
Property and equipment are depreciated as follows: 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 Definite-lived intangible assets including customer relationships and intellectual property are subject to amortization.
Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. As of December 31, 2023 and 2022, the reserve for inventory obsolescence was $1,146,000 and $1,128,000, respectively. Property and Equipment Property and equipment are recorded at cost.
Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. As of December 31, 2024 and 2023, the reserve for inventory obsolescence was $1,062,000 and $1,146,000, respectively. Property and Equipment Property and equipment are recorded at cost.
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, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.
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, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
The realized and unrealized gains and losses on marketable securities are determined using specific identification methods. 31 Inventories Inventories, which consists 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).
The realized and unrealized gains and losses on marketable securities are determined using specific identification method. 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).
In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint 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.
Recently Issued Accounting Pronouncements Not Yet Adopted In August 2023, the FASB issued ASU 2023-05, “ Business Combinations—Joint 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. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.
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 Company is currently evaluating the impact this standard will have on its consolidated financial statements.
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.
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.
Under this method, the Company’s 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 of investments without readily determinable fair values at December 31, 2023 (see Note 9). These investments are included in other assets on the consolidated balance sheets.
Under this method, the Company’s 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 of investments without readily determinable fair values at December 31, 2024 and December 31, 2023, respectively. (see Note 9).
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.
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.
The net cash used in operating activities for the year ended December 31, 2022 was $3,425,246 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liability.
The net cash used in operating activities for the year ended December 31, 2023 was $3,470,890 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, customer deposits and operating lease liability.
At December 31, 2023 and 2022, the Company had $3,170,500 and $12,040,022 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 consist of trade receivables arising from credit sales to customers in the normal course of business.
At December 31, 2024 and 2023, the Company had $18,749,154 and $3,170,500 in excess of FDIC insured limits, respectively. The Company has not experienced any losses in such accounts. 34 Accounts Receivable Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business.
Investment Policy-Cost Method Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative 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.
The Company elected the measurement alternative 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.
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.
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. 35 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.
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, 2023, the Company’s cash and cash equivalents were deposited in five financial institutions.
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, 2024, the Company’s cash and cash equivalents were deposited in four financial institutions.
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. 35 Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation.
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.
There were no indicators of impairment during the year ended December 31, 2023. 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.
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.
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 expense is reported in cost of sales. Research and Development Research and development expenditures are charged to operations as incurred.
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 expense is 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 net cash used in investing activities for the year ended December 31, 2022 was $1,079,183 for the purchase of property and equipment, net investment in marketable securities and SN2N.
Investing Activities 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.
At December 31, 2023 and 2022, the Company had no material unrecognized tax benefits. Earnings Per Share Basic earnings per share (“EPS”) are determined by dividing the net earnings by the weighted-average number of shares of common shares outstanding during the period.
At December 31, 2024 and 2023, the Company had no material unrecognized tax benefits. 38 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.
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.
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.
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.
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.
We believe that our cash provided from operations and cash on hand will provide enough working capital to fund our operations for the next twelve months.
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 and cash on hand will provide enough working capital to fund our operations for the next twelve months.
Interest income and interest expense, net for December 31, 2023 and 2022, were $19,281 and $13,013, respectively. Realized gain on investments, resulting from the redemption of treasury bills, was $131,522 for the year ended December 31, 2023. Loss on disposal of property and equipment was $16,403 and $1,606 for the years ended December 31, 2023 and 2022, respectively.
Realized gain on investments, resulting from the redemption of treasury bills, was $26,746 and $131,522 for the years ended December 31, 2024 and 2023. Interest expense, net for the year ended December 31, 2024 was $292,195 and interest income, net for the year ended December 31, 2023 was $19,281.
For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Sales to the Company’s largest customer represented approximately 8.45% of total sales for the year ended December 31, 2023. As of December 31, 2022, there were two customers that each accounted for 25.98% and 10.60% of total revenue.
For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. 39 Sales to the Company’s largest customer represented approximately 13.97% and 8.45% of total sales for the years ended December 31, 2024 and 2023, respectively.
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. Basis of Accounting The accompanying consolidated financial statements have been prepared using the accrual basis of accounting.
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.
Net Loss The Company reported a net loss of $2,465,439 and $677,107 in 2023 and 2022, respectively. 29 Liquidity and Capital Resources Operating Activities The net cash used in operating activities for the year ended December 31, 2023 was $3,470,890 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liability.
Liquidity and Capital Resources Operating Activities 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 liability.
Results of Operations As of December 31, 2023, the Company had a working capital of $15,649,254 and an accumulated deficit of $9,769,723. The Company recorded a net loss of $2,465,439 and $677,107 for the years ended December 31, 2023 and December 31, 2022, respectively.
Results of Operations 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 $11,242,404 and $2,465,439 for the years ended December 31, 2024 and December 31, 2023, respectively.
Financing Activities The net cash used in financing activities for the year ended December 31, 2023 was $2,367,420, for the repayment of financing lease liabilities, notes payable and the revenue earnout. The net cash used in financing activities for the year ended December 31, 2022 was $224,223, for the repayment of financing lease liabilities and notes payable.
The net cash used in financing activities for the year ended December 31, 2023 was $2,367,420, for the repayment of financing lease liabilities, notes payable and the revenue earnout. As of December 31, 2024, we had cash and cash equivalents of $19,315,984, working capital of $26,795,745 and an accumulated deficit of $21,012,127.
During the years ended December 31, 2023 and 2022, there were no impairments of long-lived assets. 32 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.
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.
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. Non-GAAP Financial Measures We believe that presenting non-GAAP financial measures provides management and investors with useful measures to evaluate the performance and trends of the total company and its businesses.
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 Group Inc.
As a smaller reporting company, the guidance was effective for our fiscal years beginning after December 15, 2022. The adoption of this guidance did not have an impact on our consolidated financial statements.
ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.
The major components of research and development costs include payroll, consultants, outside service, and supplies. 34 Research and development costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively.
The major components of research and development costs include payroll, consultants, outside service, and supplies. Research and development costs for the years ended December 31, 2024 and 2023 were $3,590,695 and $2,341,845, respectively. Income Taxes The Company’s deferred tax assets and liabilities for the expected future tax consequences of events have been included in the financial statements or tax returns.
The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products 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 infrastructure, as well as advanced military and commercial markets.
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, 2024 and 2023 were $3,590,695 and $2,341,845 respectively.
As of December 31, 2023 and 2022, there were two vendors that accounted for 33.14% and 17.18% and 44.15% and 29.29%, respectively, of total component parts purchased. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
As of December 31, 2024 and 2023, there were two vendors that accounted for 33.05% and 11.69%, and 33.14% and 17.18%, respectively, of total component parts purchased.
Cost of Goods Sold and Gross Profit Cost of goods sold decreased to $8,308,949 in 2023 from $10,469,628 in 2022, a decrease of $2,160,679 or approximately 20.64%. This decrease is directly related to the decline in sales. As a result, the gross profit was $7,275,628 for 2023 compared to $8,924,864 for 2022, a decrease of $1,649,236 or 18.48%.
This decrease is directly related to the decline in sales. As a result, the gross profit was $3,485,107 for 2024 compared to $7,275,628 for 2023, a decrease of $3,790,521 or 52.10%.
For Years Ended December 31, 2023 and December 31, 2022 Revenues Sales decreased from $19,394,492 for the year ended December 31, 2022 to $15,584,577 for the year ended December 31, 2023, a decrease of $3,809,915 or approximately 19.64%. Spectrum sales decreased by $4,328,316 or 32.0%, a decline attributable primarily due to a decrease in international sales.
For Years Ended December 31, 2024 and December 31, 2023 Revenues Sales decreased from $15,584,577 for the year ended December 31, 2023 to $9,508,372 for the year ended December 31, 2024, a decrease of $6,076,205 or approximately 38.99%. Spectrum sales decreased by $3,288,527, or 35.76%. AmpliTech and Specialty’s sales decreased by $2,787,678 or 43.64%.
Gross profit as a percentage of sales increased to 46.69% from 46.02%. Spectrum reported a gross profit margin of 48.42% while AmpliTech’s gross profit margin was 44.19%. Selling, General and Administrative Expenses Selling, general and administrative expenses decreased to $7,511,319 in 2023 from $7,629,644 in 2022, a decrease of $118,325, or approximately 1.55%.
Gross profit as a percentage of sales decreased to 36.65% from 46.69%, representing a shift in the sales mix away from our higher gross margin products, while maintaining fixed production and overhead expenses. Selling, General and Administrative Expenses Selling, general and administrative expenses increased to $7,856,471 in 2024 from $7,511,319 in 2023, an increase of $345,152, or approximately 4.60%.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually.
Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ,” which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss.
As such, a loss on contingent revenue earnout of $815,788 was recorded for the year ended December 31, 2022. On March 20, 2023, the revenue earnout of $2,180,826 was paid to the Seller. Due to market fluctuations, the Company recorded an unrealized gain on investments of $1,697 and $2,343 for the years ended December 31, 2023 and 2022, respectively.
In 2024, Spectrum was able to reclaim $716,943 of gold contained in its obsolete/slow moving inventory. Due to market fluctuations, the Company recorded an unrealized gain on investments of $1,697 for the year ended December 31, 2023.
Income (Loss) From Operations As a result of the above, the Company has a loss from operations of $2,577,536 and income from operations of $150,957 for the year ended December 31, 2023 and 2022, respectively. Other Income (Expenses) As part of the acquisition of Spectrum Microwave, the purchase agreement contained a revenue adjustment.
This radio is currently being tested and certified at Northeastern University and is expected to become the Company’s flagship product. Loss From Operations As a result of the above, the Company has a loss from operations of $8,429,987 and $2,577,536 for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2023 and 2022, there were 4,545,442 and 4,235,442, respectively, potentially dilutive shares that need to be considered as common share equivalents. As a result of the net loss, the potentially dilutive shares that need to be considered as common share equivalents, for the years ended December 31, 2023 and 2022, are anti-dilutive.
As of December 31, 2024 and 2023, there were 4,594,442 and 4,545,442, respectively, potential common share equivalents from stock options, warrants and restricted stock units which have been excluded from the diluted loss per share calculations as their effect is anti-dilutive.
Removed
This includes adjustments in recent periods to GAAP financial measures to increase period-to-period comparability following actions to strengthen our overall financial position and how we manage our business. Business Overview AmpliTech Group Inc.
Added
Recent Debt Reduction On July 23, 2024, the Company entered into a business loan and security agreement with Altbanq Lending II LLC in the amount of $1,300,000, which included an origination fee of $26,000 and an original issue discount of $403,000.
Removed
The effect COVID placed on the supply chain in 2021 and 2022 triggered higher demand for our integrated circuit, or IC, products. With COVID restrictions and worldwide supply chain concerns easing, the demand for IC packaging has decreased. Sales in the manufacturing and engineering divisions increased by $518,401 or 8.83%, primarily in the telecommunication applications.
Added
The loan is payable within 76-weeks through 38 bi-weekly payments of $44,816 and bore an annual interest rate of 21.2% with prepayment options available. The loan was secured by the Company’s assets through a UCC filing, and proceeds were used for working capital, 5G licensing and certification fees.
Removed
The Company experienced a decrease in parent company expenses, such as accounting, legal and stock compensation. Other expenses such as sales commissions and relocation expenses have decreased as well. 28 Goodwill impairment As of December 31, 2022, goodwill related to the acquisition of Specialty was deemed impaired in the amount of $120,136.
Added
During the year ended December 31, 2024, the Company repaid the loan in full, through principal payments of $1,534,000, and recorded $260,000 in debt discount amortization. 30 Recent Financings 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 Company’s common stock, par value $0.001 per share at a per share price of $0.7302.
Removed
There were no indicators of goodwill impairment for the year ended December 31, 2023. 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.
Added
The closing of the offering occurred on September 11, 2024. The gross proceeds to the Company from this offering was approximately $1 million, before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $180,000.
Removed
Research and development costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively. Research and development expenses have increased by $1,317,718, or by 128.67%, a result of hiring additional personnel for the AGMDC division as it completes its MMIC design releases.
Added
On November 24, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,425,377 shares of our common stock, at a per share price of $0.92 and prefunded warrants to purchase 177,882 shares of common stock, at $0.919 per prefunded warrant (“Prefunded Warrant”) (the “November Offering”).
Removed
The company’s research and development costs include the launch of over 75 new products, such as passive products and the new MMIC based LNA’s, Coaxial in line low noise amplifiers as well as Coaxial in line band pass filters. In addition, research and development costs were incurred for cryogenic amplifiers for quantum computing and 5G CAT B 64T64R ORAN Radios.
Added
The closing of the registered direct offering 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 agent’s fees and other offering expenses payable by the Company of approximately $200,000.
Removed
The revenue adjustment was determined to be an amount equal to 25% of two years’ net revenues minus $20,000,000. The fair value of the revenue adjustment was determined to be $2,180,826 an increase of $815,788 as previously recorded in December 31, 2021.
Added
On December 11, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,352,500 shares of our common stock at a per share price of $1.60 (the “December Offering”). The closing of the registered direct offering occurred on December 13, 2024.
Removed
We have historically financed our operations by the issuance of debt from third party lenders, equity offerings, notes issued to various private individuals and personal funds advanced from time to time by our largest shareholder, who is also the President and Chief Executive Officer of the Company.
Added
The gross proceeds to the Company from this offering was approximately $2,164,000 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $220,000.
Removed
As of December 31, 2023, we had cash and cash equivalents of $6,726,013, working capital of $15,649,254 and an accumulated deficit of $9,769,723. We intend to continue to finance our internal growth with cash on hand and cash provided from operations.
Added
On December 16, 2024, we entered into a Securities Purchase Agreement with two institutional investors pursuant to which we sold in a registered direct offering 1,516,680 shares of our common stock at a per share price of $2.10 (the “Second December Offering”). The closing of the registered direct offering occurred on December 18, 2024.
Removed
Actual results may differ from these estimates under different assumptions or conditions. 30 We cannot predict what future laws and regulations might be passed that could have a material effect on the results of operations.
Added
The gross proceeds to the Company from this offering was approximately $3,185,028 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $290,000.
Removed
Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year’s presentation. Certain expenses were reclassed from selling, general and administrative expenses to other income/ expenses. These reclassifications have no effect on previously reported results of operations.
Added
On December 24, 2024, we entered into a Securities Purchase Agreement with three institutional investors pursuant to which we sold in a registered direct offering 1,871,000 shares of our common stock at a per share price of $3.10 (the “Third December Offering”). The closing of the registered direct offering occurred on December 27, 2024.
Removed
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. In addition, the investment institution provides additional “excess of SIPC” coverage, which insures up to $600 million. The Company has not experienced any losses to date resulting from this policy.
Added
The gross proceeds to the Company from this offering was approximately $5,800,100 before deducting placement agent’s fees and other offering expenses payable by the Company of approximately $490,000.
Removed
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.

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