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What changed in AmpliTech Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AmpliTech Group, Inc.'s 2024 and 2025 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 2025 report.

+277 added−335 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-31)

Top changes in AmpliTech Group, Inc.'s 2025 10-K

277 paragraphs added · 335 removed · 157 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

49 edited+33 added−36 removed55 unchanged
Biggest changeThe 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.
Biggest changeThe remaining $500,000 in cash to be paid and $2,500,000 in shares of restricted common stock will be issued to Titan upon the transfer of the 5G ORAN radio products’ technology and intellectual property rights by Titan to the Company (the “Second Milestone”).
ITEM 1. BUSINESS Business Overview AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the state of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).
ITEM 1. BUSINESS Overview AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).
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.
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.
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.
Key elements of our strategy include the following: ● Trade on a national exchange to improve access to capital resources and a much broader customer base with higher volumes, as well as better access to large OEMs ● New product development ● Commercializing existing core technology into specific high-volume technology sectors and obtaining patent on such technology Manufacturing and Distribution On April 1, 2022, we relocated our manufacturing facility and corporate office to Hauppauge, New York, while maintaining our distribution center in San Jose, California, and our MMIC design center in Plano, Texas.
Our 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.
Our hybrid design topologies include: ● Discrete Microwave Integrated Circuit (MIC) ● Pseudomorphic High Electron Mobility Transistor (PHEMT) ● MIC and Low Noise MIC We believe the discrete topology that we utilize provides various advantages: ● Can easily optimize Voltage Standing Wave Ratio (VSWR) and Noise Figure ● Flexibility of design can easily adapt to change of specs, technology, etc. ● Low DC power consumption ● Can control and optimize gain flatness due to discrete gain stages ● Optimum use of MIC technology and experience ● Use of negative bias is not necessary ● Specially selected components with specific parameters that yield proprietary results due to use in a particular configuration Research and Development To date, our research and development activities have primarily been conducted on new product designs to the extent requested by the customers.
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.
We believe that the RF semiconductor industry has the following features: High demand for complex, next-generation wireless signal processing applications. ● Mass adoption of internet and web-based applications, and other high-band width applications ● Ability to combine analog and digital signal processing into more integrated RF solutions ● Widespread application of low-cost, high-performance and functionality wireless networks ● Emergence of 5G/6G, WI-FI 6e, satellite and advanced wireless network infrastructure rollouts 12 Growing opportunity for advanced RF subsystems, modules and components. ● Demand for precise, high-speed signal conditioning interfaces between analog and digital ● Combining analog/digital signal processing capabilities into more highly integrated solutions ● Widespread application of low-cost, high-performance wireless network systems ● Convergence of computing, communications, and consumer electronics with state-of-the-art signal processing capability with less power consumption Complements original equipment manufacturer, or OEM, design, and manufacturing capabilities. ● Deliver high quality and feature improvements that service provider requires ● Lower production costs and shorten product development cycles ● Adhere to flexibility, performance, streamlined procurement processes and value requirements Current and Future Target Markets. ● High speed terrestrial and satellite terminals (SATCOM, “Internet in the Sky”) ● 5G/Wi-Fi6E and 6G wireless infrastructure (Cellular Base Stations, Small Cells, Private Wi-Fi Networks) ● IoT (Internet of Things) ● Cloud farms, big data and MEC architecture ● Quantum supercomputers/Quantum research ● Deep space astronomy ● Autonomous self-driving vehicles ● Telemedicine, AR/VR (Augmented and Virtual Reality) ● Drones, UAVs (Unmanned aerial vehicles) ● Cyber-security ● Military/Defense ECM/EW Competition We face competition in the amplifier industry from many established players.
Government’s System for Award Management (“SAM”). Raw Materials We purchase a variety of raw materials, primarily consisting of high temperature alloy sheet metal and castings, forgings, pre-plated metals and electrical components from various vendors. The materials used by our operations are generally available from several sources and in sufficient quantities to meet current requirements subject to normal lead times.
Government’s System for Award Management (“SAM”). 14 Raw Materials We purchase a variety of raw materials, primarily consisting of high temperature alloy sheet metal and castings, forgings, pre-plated metals and electrical components from various vendors. The materials used by our operations are generally available from several sources and in sufficient quantities to meet current requirements subject to normal lead times.
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.
In connection with the acquisition of our Specialty Microwave Division (SMW), we began designing and manufacturing passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers. 8 Our SSM division is a globally authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirement.
With our already established supply chain, internal capacity and local contract manufacturing sources, we expect to have sufficient capacity to process small and large size orders (thousand + units per month). We rely on our sales representatives to channel our products throughout the Americas as well as to countries in Europe, the Middle East and South Asia.
With our already established supply chain, internal capacity and local contract manufacturing sources, we expect to have sufficient capacity to process small and large orders (thousand + units per month). We rely on our sales representatives to channel our products throughout the Americas as well as to countries in Europe, the Middle East and South Asia.
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.
Our re-designed cryogenic 4.0 – 8.0 GHz amplifiers for quantum computing have been tested and validated by a third-party laboratory for performance. 9 Cryogenic and Non-Cryogenic 4g/5g Small Cell Subsystems These products are utilized in private and public high-speed networks and airline WI-FI systems.
Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets. Our Corporate History and Structure AmpliTech Group Inc. was incorporated under the laws of the State of Nevada on December 30, 2010.
Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets. 4 Our Corporate History and Structure AmpliTech Group Inc. was incorporated under the laws of the State of Nevada on December 30, 2010.
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.
These rules may impose additional costs and may introduce new risks related to our ability to verify the origin of any conflict minerals used in our products. Suppliers Our material consists of purchased component parts used in our assembly process or distributed.
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.
Overall, a 5G ORAN full radio network represents a shift towards more open, flexible, and interoperable infrastructure compared to traditional RAN architectures, potentially leading to cost savings, faster innovation cycles, and improved network performance. 11 Our Technology Our products are supported by hybrid design topologies that create highly linear RF products that amplify and transform signals with minimal addition of noise, achieving high Signal to Noise Ratio (“SNR”) and increased receiver sensitivity and range, at a low cost and low power consumption.
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.
Trade Shows We attend trade shows such as IMS (International Microwave Symposium), MWC (Mobile World Congress) and the Satellite Show in Washington D.C. We may also sponsor some trade shows to gain recognition and presence.
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.
In addition to interest, the Company agreed to pay an annual fee of $500 on the anniversary date of each year the Loan Agreement is in effect, subject to change by the Bank with notice.
Intellectual Property We regard domain names, tradenames, customer relationships, trade secrets, proprietary technologies and similar intellectual property important to our success. We rely on contractual restrictions to protect our proprietary rights in products and services.
Intellectual Property We regard domain names, tradenames, customer relationships, trade secrets, proprietary technologies and similar intellectual property as important to our success. We rely on contractual restrictions to protect our proprietary rights in products and services.
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.
With a wide range of coupling ratios and frequency options, these directional couplers are ideal for a variety of applications, including telecommunications, radar systems, and aerospace technology. 10 Power Dividers Our power dividers stand as a testament to AmpliTech’s commitment to delivering innovative solutions through our strategic research and development business plan.
Coaxial In-Line Low Noise Amplifiers A new product line of competitively priced low noise amplifiers, featuring AmpliTech’s MMIC Technology from our AGMDC Division. These amplifiers offer a very competitive gain performance, exceptional low noise figures, and DC bias through the RF output.
Coaxial In-Line Low Noise Amplifiers A new product line of competitively priced low noise amplifiers, featuring AmpliTech’s MMIC Technology from our AGMDC Division. These amplifiers offer a very competitive gain performance, exceptionally low noise figures, and DC bias through the RF output.
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.
Through our AGTGSS division, we are actively developing and currently manufacturing our newest product line of Open Radio Unit for Sub 6GHz. This new phase array product supports 3.4-4.0 GHz and 2.496-2.69 GHz, with 8 x 12 x 2 = 192 Active Phased Array Elements. It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU.
Strategic Alliances We explore opportunities with global OEMs by seeking out strategic alliances that improve sales and presence in the marketplace and expand our product line and capabilities, thereby broadening our customer base. Website We maintain a dynamic website to capture more business via worldwide customer searches for our products on the internet.
Strategic Alliances We explore opportunities with global OEMs by seeking out strategic alliances that improve sales and presence in the marketplace and expand our product line and capabilities, thereby broadening our customer base. 15 Website We maintain dynamic websites to capture more business via customer searches worldwide for our products on the internet.
From time to time, we may hire additional workers on a contract basis as the need arises. Corporate Office Our corporate headquarters consisting of approximately 20,000 square feet and is located 155 Plant Avenue, Hauppauge, NY 11788. 14
From time to time, we may hire additional workers on a contract basis as the need arises. Corporate Office Our corporate headquarters consisting of approximately 20,000 square feet and is located at 155 Plant Avenue, Hauppauge, NY 11788. 16
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.
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 can provide custom design projects. Over 125 new MMIC chip technology products have been released since AGMDC’s inception.
However, recent cost inflation, tariffs and potential supply chain disruptions may lead to higher material costs in fiscal 2025.
However, recent cost inflation, tariffs and potential supply chain disruptions may lead to higher material costs in fiscal 2026.
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.
Research and development costs for the years ended December 31, 2025 and 2024 were $2,687,176 and $3,590,695, respectively. Industry and Competition Market Overview We operate our business in the industry of high-power RF semiconductors.
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.
Pursuant to an Assignment of Deposit Agreement dated March 25, 2025 between us and the Bank, the Revolving Line of Credit is secured by a demand deposit account with the Bank which requires us to have a balance no less than $814,635. As of December 31, 2025, the outstanding balance on the Revolving Line of Credit was $0.
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.
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.
In addition, consolidation in the amplifier industry could intensify the competitive pressures that we face. Many of our existing and potential competitors may be better positioned than we are to acquire other companies, technologies or products. We compete based on technology, cost, and design flexibility.
In addition, consolidation in the amplifier industry could intensify the competitive pressures that we face. Many of our existing and potential competitors may be better positioned than we are to acquire other companies, technologies or products.
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”).
On March 26, 2025, we entered into an asset purchase agreement (as amended, “Titan APA”), with Titan Crest, LLC, a Delaware limited liability company (“Titan”), and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology (“5G ORAN radio products”).
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.
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.
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.
As of the date of this filing, there is no outstanding balance on the Revolving Line of Credit. The term of the Loan Agreement expires once all indebtedness under the Revolving Line of Credit has been paid in full, or until such time as the Bank and the Company agree in writing to terminate the Loan Agreement.
MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages.
AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages.
With 16 Layers DL/ 8 Layers UL, CSI-RS and SRS beamforming capabilities and beam steering technology, this radio provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications promoting openness and interoperability in radio access networks.
With 16 Layers DL/ 8 Layers UL, CSI-RS and SRS beamforming capabilities and beam steering technology, this radio provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications, as demonstrated by the O-RAN compliance certificate issued by an OTIC center under the guidance of the O-RAN Alliance, promoting openness and interoperability in radio access networks.
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.
Our www.amplitechgroup.com website has also been updated to include an e-commerce dashboard with access to purchase our products. Our website for all our 5G products can be accessed via www.amplitech5G.com Trade Magazines We advertise our products in Microwave Product Digest and Microwave Journal.
A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021, as of 12:01 a.m., Eastern Time. All share amounts have been retroactively re-stated to reflect the reverse split.
A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021, as of 12:01 a.m., Eastern Time. All share amounts have been retroactively re-stated to reflect the reverse split. On February 19, 2026, the public warrants expired and ceased trading on NASDAQ upon the filing of Form 25 on February 18, 2026.
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.
We currently have four patents from the United States Patent and Trademark Office (USPTO), and we plan to use the information obtained from the IP story to file additional patents relating to our intellectual property and trade secrets. Human Capital Resources As of March 19, 2026, we have 46 full-time employees, and 1 part-time employee.
On March 21, 2025, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with Maxim Group LLC , or Maxim, relating to offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Maxim, acting as our exclusive sales agent, in an “At-the-Market Offering” at our discretion.
The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025. 5 Recent Events and Developments ATM Offering On March 21, 2025, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with Maxim Group LLC , or Maxim, relating to offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Maxim, acting as our exclusive sales agent, in an “At-the-Market Offering” at our discretion (the “ATM Offering”).
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.
Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more. On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc.
Low Noise Amplifiers Low Noise Amplifiers, or LNAs, are amplifiers used in receivers of almost every type of communication system (Wi-Fi, radar, satellite, base station, cell phone, radio, etc.) to improve signal strength and increase sensitivity and range of receivers.
The Company owns intellectual property for several O-RAN 5G radios, including offerings in 4T4R, 8T8R, 32T32R, and 64T64R configurations. Low Noise Amplifiers Low Noise Amplifiers, or LNAs, are amplifiers used in receivers of almost every type of communication system (Wi-Fi, radar, satellite, base station, cell phone, radio, etc.) to improve signal strength and increase sensitivity and range of receivers.
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.
We compete based on technology, cost, and design flexibility. 13 Our ability to compete successfully depends on numerous factors, including our ability to: ● maintain and increase our market share and the strength of our brand in amplifiers; ● maintain and expand our relationships with channel partners; ● secure products at large volume in a cost-effective and timely manner from our suppliers; ● develop innovative, differentiated, high-performance products relative to our competitors’ solutions; and ● protect our intellectual property.
(“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all of the assets of the Company (the Acquisition). The Acquisition was completed on December 15, 2021.
(“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA.
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.
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.
In 2021, the Company opened a MMIC chip design center in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing.
The acquisition was completed on December 15, 2021. In 2021, the Company opened a MMIC chip design center in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications.
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.
On September 12, 2019, AmpliTech Group Inc. acquired the assets of Specialty Microwave Corporation (“Specialty”), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty.
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.
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. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders.
This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas.
This product has been certified as meeting all ORAN KPI requirements, by an authorized OTIC center under the ORAN Alliance group. This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas.
The 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.
The following table describes supplier concentration based upon the percentage of materials purchased from each supplier for fiscal year ended December 31, 2025: Supplier A $ 10,197,308 58.28 % Supplier B 2,264,841 12.94 % Supplier C 1,230,090 7.03 % Supplier D 972,767 5.56 % Supplier E 777,134 4.44 % All other suppliers 2,054,804 11.75 % Total $ 17,496,944 100 % Marketing We employ an aggressive and focused approach to market our products, at various venues including trade shows, strategic alliances, websites and trade magazines.
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”).
As of December 31, 2025, the Company did not utilize the ATM. Revolving Line of Credit On March 25, 2025, we entered into a Bank Loan Agreement (the “Loan Agreement”) with Dime Community Bank (the “Bank”) for a revolving line of credit for up to $750,000 (the “Revolving Line of Credit”) to support general working purposes and uses, as needed.
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.
Some of our customers include Telus, Viasat, L3 Harris Technologies, CPI, Lockheed Martin, Microsemi, and Paramount Global. As of December 31, 2025, there was one customer that accounted for 42.86% of our total revenue. We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives.
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.
Registered Direct Offering On January 26, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with five institutional investors (the “Purchasers”) pursuant to which we agreed to sell in a registered direct offering (the “Offering”) 2,230,000 Units (“Units”) at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right and one Series B Right.
Removed
Following the closing of the asset purchase, we hired all eight team members of SMW. In connection with the acquisition, the Company began using the trade name “Specialty Microwave”. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%.
Added
MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs.
Removed
The aggregate purchase price for the acquisition was $10,123,276, subject to certain working capital and other adjustments. $665,200 of the aggregate purchase price was paid by the issuance of 188,442 unregistered shares of AmpliTech common stock at the closing of the acquisition. The acquisition was completed on December 15, 2021.
Added
On March 26, 2025, we entered into the Titan APA with Titan and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology, or 5G ORAN radio products.
Removed
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.
Added
The aggregate purchase price for the assets was $8,000,000, which consisted of $4,000,000 in cash and $4,000,000 in restricted shares of common stock of which the first $3,500,000 in cash was paid and $1,500,000 in restricted common stock was issued on April 24, 2025.
Removed
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.
Added
The Company did not renew the revolving line of credit upon expiration.
Removed
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.
Added
Amendment to Amended and Restated 2020 Equity Incentive Plan On October 1, 2025, the Company’s Board unanimously approved, an Amendment to the Amended and Restated 2020 Equity Incentive Plan (“Amended and Restated Plan”) to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000.
Removed
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
On December 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders. As of December 31, 2025, all outstanding stock options were issued according to the Company’s Amended and Restated Plan, and there remains 3,487,375 shares of common stock available for future issuance under the Amended and Restated Plan.
Removed
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
Rights Offering In October 2025, the Company commenced a rights offering (the “Rights Offering”) pursuant to which it distributed in the form of a dividend, at no charge, transferable unit subscription rights (the “Unit Subscription Rights”) entitling holders of Company’s common stock, and certain eligible warrant holders (pursuant to contractual rights) as of the record date of 5:00 p.m., Eastern time, on November 10, 2025, to purchase units (“Units”) at a subscription price of $4.00 per Unit (“Unit Subscription Price”).
Removed
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
Each Unit consisted of one share of common stock, one Series A right to purchase one share of common stock (“Series A Right”), and one Series B right to purchase one share of common stock (“Series B Right” and, together with the Series A Right, collectively the “Series Rights”).
Removed
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
The Series Rights were issued upon the closing of Unit Subscription Rights following the expiration of the Unit Subscription Rights. The Series Rights were exercisable commencing on their date of issuance and will continue to be exercisable until their respective expiration dates.
Removed
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
However, the issuance of the common stock underlying the Series Rights will only occur upon each respective Series Rights’ expiration date.
Removed
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
The exercise price of the Series Rights is equal to (i) in the case of the Series A Rights, $5.00 per share until they expire on July 18, 2026; and (ii) in the case of the Series B Rights, $6.00 per share until it expires on November 20, 2026. 6 In connection with the Rights Offering, the Company entered into a dealer-manager agreement dated October 30, 2025 with Moody Capital (the “Dealer Manager Agreement”).
Removed
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
Pursuant to the Dealer Manager Agreement, the Company agreed to pay Moody Capital a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million but less than $20 million, the Company agreed to pay Moody Capital a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, the Company agreed to pay Moody Capital a cash fee equal to 5.0%.
Removed
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
The Company also paid Moody Capital an out-of-pocket accountable expense allowance of $35,000. In connection with the Rights Offering, the Company entered into a Subscription Agent and Rights Agent Agreement, dated October 30, 2025, with VStock Transfer, LLC (“Subscription Agent”) to provide subscription agent services for the Unit Subscription Rights and Series Rights with respect to the Rights Offering.
Removed
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
On January 14, 2026, the Company closed on the Unit Subscription Rights (the “Closing”), which expired on January 9, 2026. The Company received approximately $9,072,816 from the exercise of the Unit Subscription Rights, which consisted of 1,247,086 basic subscriptions and 1,021,118 over-subscriptions, for an aggregate of 2,268,204 Units.
Removed
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
Each Unit consisted of one share of common stock, one Series A Right to purchase one share of common stock and one Series B Right to purchase one share of common stock. As a result of the Closing, the Company issued 2,268,204 shares of common stock, 2,268,204 Series A Rights, and 2,268,204 Series B Rights.
Removed
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAll of these events could combine to make it very difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock .
Biggest changeAs each of these events would cause the number of shares of our common stock being offered for sale to increase, our common stock market price would likely further decline. All these events could combine to make it very difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.
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.
If required, the financing for these transactions could result in an increase in our indebtedness, dilute the interests of our stockholders or both. The purchase price for some acquisitions may include additional amounts to be paid in cash in the future, a portion of which may be contingent on the achievement of certain future operating results of the business acquired.
All of these factors could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial condition. Our revenue and operating results can fluctuate from period to period. We derive revenue primarily from customer purchase orders rather than long-term purchase commitments.
All these factors could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial condition. Our revenue and operating results can fluctuate from period to period. We derive revenue primarily from customer purchase orders rather than long-term purchase commitments.
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.
If any pending or future proceedings result in an adverse outcome, we could be required to: ● cease the manufacture, use or sale of the infringing products, processes or technology; ● pay substantial damages for infringement; ● expend significant resources to develop non-infringing products, processes or technology; ● license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all; ● cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or ● pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.
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.
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.
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 need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives, our stock price may fall, and you may lose some or all your investment. Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.
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.
Unauthorized use of company credentials or other information could compromise our systems and operations, materially adversely impact our financial condition and subject us to scrutiny and/or litigation from regulators and our customers. A failure to protect the privacy of customers and employee confidential data against breaches of network or IT security could result in damage to our reputation.
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.
Additionally, this concentration of ownership might harm the market price of our common stock by: ● delaying, deferring or preventing a change in corporate control; ● impeding a merger, consolidation, takeover or other business combination involving us; or ● discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
Because we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares . We 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 anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future.
Any adverse financial or economic impact to our customers may impact their ability to pay in a timely manner or result in their inability to pay. It may also impact their ability to fund future purchases or increase the sales cycles which could lead to a reduction in revenue and accounts receivable.
Any adverse financial or economic impact on our customers may impact their ability to pay in a timely manner or result in their inability to pay. It may also impact their ability to fund future purchases or increase the sales cycles which could lead to a reduction in revenue and accounts receivable.
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.
These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us. Future sales or perceived sales of our common stock could depress our stock price.
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.
Many of our existing and potential competitors may be better positioned than we are to acquire other companies, technologies or products. Some of our customers may also maintain diverse supplier bases to enhance competition and maintain multiple providers of amplifier products.
Our 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.
Our revenue from period to period can significantly fluctuate for a variety of reasons, including, without limitation, our supply chain as well as receipt of customer orders. Such fluctuations may have a material adverse impact on the results of our operations.
Defects, errors in or interoperability issues with our products or the failure of our products to operate as expected could affect our reputation, result in significant costs to us and impair our ability to sell our products.
Defects, errors in or interoperability issues with our products or the failure of our products to operate as expected could affect our reputation, result in significant costs for us and impair our ability to sell our products.
Our 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.
Our management has identified material weaknesses in our internal control over financial reporting related to lack of segregation of duties resulting from our limited personnel and ineffective control over financial statement disclosure as controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements and has concluded that, due to such material weaknesses, our disclosure controls and procedures were not effective as of December 31, 2025 and 2024.
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.
The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the US economy, which in turn could adversely impact our business, financial condition and results of operations. 19 Economic conditions may adversely impact our business, operating results and financial condition.
Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short the common stock, a practice in which an investor sells shares that he or she does not own at prevailing market prices, hoping to purchase shares later at a lower price to cover the sale.
Moreover, the perceived risk of this potential dilution could cause stockholders to attempt to sell their shares and investors to short the common stock, a practice in which an investor sells shares that he or she does not own at prevailing market prices, hoping to purchase shares later at a lower price to cover the sale.
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.
On March 20, 2025, the Company entered a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. There is no assurance that the letter of intent will result in a series of definitive purchase orders or generate any revenues as expected.
Our products are highly technical and designed to be deployed in large and complex systems, networks and other settings under a wide variety of conditions. Customers and end users may discover errors, defects or incompatibilities in our products only after they have been fully deployed.
Our products are highly technical and designed to be deployed in large and complex systems, networks and other settings under a wide variety of conditions. Customers and end users may discover errors, defects or incompatibility in our products only after they have been fully deployed.
We typically sell to channel partners and end users, and we consequently have limited visibility into future end-user demand, which could adversely affect our revenue forecasts and operating margins. Additionally, we sometimes receive soft commitments for larger order sizes which do not materialize.
We typically sell to channel partners and end users, and we consequently have limited visibility of future end-user demand, which could adversely affect our revenue forecasts and operating margins. Additionally, we sometimes receive soft commitments for larger order sizes which do not materialize.
Competitors may also have filed patent applications or received patents and may obtain additional patents and proprietary rights that block or compete with our patents. Claims of this sort could harm our relationships with our customers or distributor and might deter future customers from doing business with us.
Competitors may also have filed patent applications or received patents and may obtain additional patents and proprietary rights that block or compete with our patents. Claims of this sort could harm our relationships with our customers or distributors and might deter future customers from doing business with us.
The unfavorable outcome of any future litigation or administrative action could negatively impact us. Our financial results could be negatively impacted by unfavorable outcomes in any future litigation or administrative actions. We cannot 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.
The unfavorable outcome of any future litigation or administrative action could negatively impact us. Our financial results could be negatively impacted by unfavorable outcomes in any future litigation or administrative actions. We cannot ensure favorable outcomes in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could negatively impact our financial results.
Our articles of incorporation and bylaws contain provisions that may have the effect of making it more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our shareholders.
Our articles of incorporation and bylaws contain provisions that may have the effect of making it more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our stockholders.
Many of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases in the amount of expected revenues, which could materially adversely impact our business, financial condition, and results of operations.
Many of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases in the amount of revenue expected, which could materially adversely impact our business, financial condition, and results of operations.
Provisions in our articles of incorporation and bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.
Provisions in our articles of incorporation and bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing stockholders.
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.
If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially affect our business, operating results and financial condition. 22 We are subject to order and shipment uncertainties.
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.
Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulation, may result in increased compliance costs, capital expenditures and other financial obligations for us and could affect our profitability or impede the production or distribution of our products, which could affect our net operating revenues. 24 Acquisitions may lead us to additional risks.
ITEM 1A. RISK FACTORS RISK FACTORS An investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements, before making a decision to invest in our common stock.
ITEM 1A. RISK FACTORS RISK FACTORS An investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements, before making a decision to invest in our common stock or Series Rights.
A shift in sales mix away from our higher margin products could adversely affect our gross margins, and there can be no assurance that we will be able to maintain our historical gross margins. In addition, as our product mix becomes more customer specific and diversified, our cost of manufacturing has increased.
A shift in sales mix between our higher margin products could adversely affect our gross margins, and there can be no assurance that we will be able to maintain our historical gross margins. In addition, as our product mix becomes more customer specific and diversified, our cost of manufacturing has increased.
Some factors that may cause the market price of shares of our Common Stock to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this report, are: ● sale of shares of our Common Stock by our stockholders; ● volatility in trading volumes of our shares of Common Stock; ● our ability to obtain financings to conduct and complete our business activities; ● possible delays in the expected recognition of revenue due to lengthy and sometimes unpredictable sales timelines; ● failures to meet external expectations or management guidance; ● changes in our capital structure and future issuances of securities; ● our cash position; ● announcements and events surrounding financing efforts; ● changes in general economic, political and market conditions in any area in which we conduct our business; ● analyst research reports, recommendations and changes in recommendations, price targets, and withdrawals of coverage; ● quarterly variations in our results of operations or those of our competitors; ● delays in end-user deployments of products; ● our ability to develop and market new and enhanced products on a timely basis; ● commencement of, or our involvement in, litigation; ● major changes in our Board of Directors or management, including the departure of Mr.
Some factors that may cause the market price of shares of our common stock to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this report, are: ● sale of shares of our common stock by our stockholders; ● exercise and sale of convertible securities including the Series Rights by holders; ● volatility in trading volumes of our shares of common stock; ● our ability to obtain financing to conduct and complete our business activities; ● possible delays in the expected recognition of revenue due to lengthy and sometimes unpredictable sales timelines; ● failures to meet external expectations or management guidance; ● changes in our capital structure and future issuances of securities; our ability to maintain NASDAQ listing requirements; ● implementation of corporate actions and financings; ● our cash position; ● announcements and events surrounding financing efforts; ● changes in general economic, political and market conditions in any area in which we conduct our business; ● analyst research reports, recommendations and changes in recommendations, price targets, and withdrawals of coverage; ● quarterly variations in our results of operations or those of our competitors; ● delays in end-user deployments of products; ● our ability to develop and market new and enhanced products on a timely basis; ● commencement of, or our involvement in, litigation; ● major changes in our Board of Directors or management, including the departure of Mr.
Any of the foregoing results could have a material adverse effect on our business, financial condition and operating results. We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings .
Any of the foregoing results could have a material adverse effect on our business, financial condition and operating results. 21 We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims because of litigation or other proceedings .
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.
Any return to stockholders will therefore be limited to the increase, if any, of our share price that stockholders may be able to realize if they sell their shares. You may experience future dilution because of future equity offerings and other issuances of our common stock or other securities.
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 Series Rights do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims because of litigation or other proceedings.
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 Company may experience supply chain constraints which may slow down production and may negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients. These supply constraints include, but are not limited to, semiconductor shortages as well as shortages of certain commodities.
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.
Any of the factors mentioned in this “Risk Factors” section and elsewhere in this report could have a negative impact on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could make it more difficult for us to access financing and could adversely affect our business and operations.
Any failure to compete successfully would materially adversely affect our business, prospects, operating results and financial condition. 18 Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could make it more difficult for us to access financing and could adversely affect our business and operations.
Maqbool owns a significant number of shares of our outstanding common stock, and he may sell any or all of his shares at any time without approval by other shareholders. Speculation by the press, stock analysts, our shareholders or others regarding the intention of Mr.
Maqbool owns a significant number of shares of our outstanding common stock, and he may sell any or all his shares at any time without approval by other stockholders. Speculation by the press, stock analysts, our stockholders or others regarding the intention of Mr. Maqbool to dispose of his shares could adversely affect the market price of our common stock.
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 are unable to fix errors or other problems, we could experience: ● loss of customers or customer orders; ● lost or delayed market acceptance and sales of our products; ● loss of market share; ● damage to our brand and reputation; ● impaired ability to attract new customers or achieve market acceptance; ● diversion of development resources; ● increased service and warranty costs; ● replacement costs; ● legal actions by our customers; and ● increased insurance costs. 20 We may be required to indemnify our customers against liabilities arising from defects in our products or their solutions which incorporate our products.
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.
However, if not remediated, or if we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock. 23 If we fail to implement proper and effective internal controls, our ability to produce accurate financial statements would be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price.
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.
There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure which could result in the de-listing of our common stock and Series Rights.
Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.
Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock . Our common stock has experienced, and is likely to experience, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.
Further, delisting from Nasdaq markets could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees. Finally, delisting could make it harder for you and the Company to sell the securities and hard for us to raise capital. The Listed Warrants are speculative in nature.
Further, delisting from Nasdaq markets could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees. Finally, delisting could make it harder for you and the Company to sell the securities and hard for us to raise capital. 28 We may have material developments during the exercise period of the Series Rights.
Accordingly, any investors who purchase shares will likely be minority shareholders and as such will have little to no say in the direction of us and the election of directors.
In addition, Mr. Maqbool could influence the management and affairs of our company. Accordingly, any investors who purchase shares will likely be minority stockholders and as such will have little to no say in the direction of us and the election of directors.
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.
There is no assurance that the Second Milestone of Asset Purchase Agreement will be achieved or that we will realize the anticipated benefits. On March 26, 2025, the Company entered into the Titan APA.
In addition, we cannot assure you that our competitors do not have or will not develop processes or product designs that currently or in the future will enable them to produce competitive products at lower costs than ours. Any failure to compete successfully would materially adversely affect our business, prospects, operating results and financial condition.
In addition, we cannot assure you that our competitors do not have or will not develop processes or product designs that currently or in the future will enable them to produce competitive products at lower costs than ours.
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.
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.
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.
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.
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.
If our business developments and achievements do not meet the expectations of investors or securities analysts, the market price of shares of our common stock and Series Rights traded on Nasdaq may decline.
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.
If demand for our products fluctuates, because of economic conditions or for other reasons, our revenue and profitability could be impacted. We incurred net losses of $7,007,155 and $11,242,404 in fiscal year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $28,019,282.
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.
We have entered into non-binding letter of intent for purchase orders and there is no assurance that we will enter into definitive purchase orders or generate revenues as expected.
Until holders of the Listed Warrants acquire shares of our common stock upon exercise of the Listed Warrants, the holders will have no rights with respect to shares of our common stock issuable upon exercise of the Listed Warrants.
Until holders of the Series Rights issued in this offering acquire the shares of common stock upon exercise of such Series Rights, they will have no rights with respect to the shares of common stock issuable upon the exercise of such Series Rights.
Accordingly, the market price of our Common Stock may fluctuate dramatically and may decline rapidly, irrespective of any developments in our business.
In addition, in early 2026 there was increased volume and price movement on several occasions. Accordingly, the market price of our common stock may fluctuate dramatically and may decline rapidly, irrespective of any developments in our business.
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.
If we are unable to attract, train and retain qualified personnel, especially our design and technical personnel, we may not be able to effectively execute our business strategy. Our future success depends on our ability to attract, retain and motivate qualified personnel, including our management, sales and marketing, finance and especially our design and technical personnel.
As the source of our technical and product innovations, our design and technical personnel are a significant asset. The competition for qualified personnel in the New York area where we are headquartered constrains our ability to attract qualified personnel.
The competition for qualified personnel in the New York area where we are headquartered constrains our ability to attract qualified personnel.
We may face claims of intellectual property infringement, which could be time consuming, costly to defend or settle and result in the loss of significant rights. Our industry is characterized by companies that hold large numbers of patents and other intellectual property rights and which may vigorously pursue, protect and enforce their intellectual property rights.
Our industry is characterized by companies that hold large numbers of patents and other intellectual property rights, and which may vigorously pursue, protect and enforce their intellectual property rights.
Changes in our product mix could cause our overall gross margin to decline, which may adversely affect our operating results and financial condition. Our gross margin is dependent on product mix.
A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation. Changes in our product mix could cause our overall gross margin to decline, which may adversely affect our operating results and financial condition. Our gross margin is dependent on product mix.
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.
The trading price of shares of our common stock and Series Rights could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.
Maqbool; ● our failure to generate material revenues; ● our public disclosure of the terms of any financing which we may consummate in the future; ● cancellation of key contracts; ● short selling activities; and ● other events or factors, many of which may be out of our control.
Maqbool; ● our failure to generate material revenues; ● our public disclosure of the terms of any financing which we may consummate in the future; ● cancellation of key contracts; ● short selling activities; and ● other events or factors, many of which may be out of our control. 26 In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of shares of our common stock could decline for reasons unrelated to our business, financial condition and results of operations.
Maqbool to dispose of his shares could adversely affect the market price of our common stock. Moreover, the market price of our common stock may be adversely impacted by the fact that the public float of our common stock is relatively small.
Moreover, the market price of our common stock may be adversely impacted by the fact that the public float of our common stock is relatively small. 27 Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he could influence actions requiring stockholder approval .
Maqbool could significantly influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, Mr. Maqbool could influence the management and affairs of our company.
As of March 15, 2026, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 11.74% of our outstanding shares of common stock. As a result, Mr. Maqbool could significantly influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets.
While we test our products for defects or errors prior to product release, defects or errors are occasionally identified by our customers. Such defects or errors have occurred in the past and may occur in the future. To the extent product failures are material, they could adversely affect our business, operating results, customer relationships, reputation and prospects.
These liabilities may also include costs incurred by our customers or end users to correct the problems or replace our products. While we test our products for defects or errors prior to product release, defects or errors are occasionally identified by our customers. Such defects or errors have occurred in the past and may occur in the future.
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.
Even if we enter into definitive purchase orders, they are subject to delay, modification or cancellation, which may adversely affect our revenue and financial performance. As of March 16, 2026, the Company has received a total of approximately US$5M in funded purchase orders from our customers.
Our success depends, in large part, on the continued contributions of Fawad Maqbool, our Chairman, President and Chief Executive Officer. Mr. Maqbool is not bound by any employment contract to remain with us for a specified period. Although we have additional engineering, technical and sales personnel, the loss of Mr.
Our success depends, in large part, on the continued contributions of Fawad Maqbool, our Chairman, President and Chief Executive Officer. Although we have additional engineering, technical and sales personnel, the loss of Mr. Maqbool’s service could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.
Upon exercise of the Listed Warrants, the holder will be entitled to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. Provisions of the Listed Warrants could discourage an acquisition of us by a third party .
Upon exercise of the Series Rights and acquisition of the common stock, the holders thereof will be entitled to exercise the rights of the holders of our common stock only as to matters for which the record date occurs after the exercise date of the Series Rights.
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.
In addition, purchase orders are subject to cancellation, modification or delays, which could negatively impact on our revenues and return on investment. In addition, we may face operational challenges and unforeseen liabilities that may negatively impact our business.
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 .
After the respective expiration dates, any unexercised Series Rights will expire and have no further value. In addition, there can be no assurance that an active trading market for the Series Rights will develop.
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.
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.
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.
Any adverse ruling or unfavorable resolution in any legal or regulatory proceeding or action could have a material adverse effect on our business, operating results or financial condition. 25 Risks Relating to our common stock and our Series Rights If our business developments and achievements do not meet the expectations of investors or securities analysts or for other reasons the expected benefits do not occur, the market price of shares of our common stock and Series Rights traded on Nasdaq may decline.
Specifically, commencing on the date of issuance, holders of the Listed Warrants may exercise their right to acquire the common stock and pay an exercise price of $7.00 per share, prior to five years from the date of issuance, after which date any unexercised Listed Warrants will expire and have no further value.
Specifically, commencing on the date of issuance, holders of the Series Rights may exercise their right to acquire the common stock and pay (i) in the case of the Series A Rights, $5.00 per share until they expire on July 18, 2026; and (ii) in the case of the Series B Rights, $6.00 per share until it expires on November 20, 2026.
Removed
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.
Added
Although it is currently anticipated that the Second Milestone will be achieved by the second quarter of 2026, there is no assurance that the Second Milestone will be achieved.
Removed
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.
Added
There can be no guarantees that the transactions contemplated by the Titan APA will be completed and that the acquisition of the assets will materialize into purchase orders and new customers and generate the financial and strategic benefits we expected.
Removed
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.
Added
These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders. 17 Significant Dependence on Single Customer.
Removed
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.
Added
We serve a diverse customer base located primarily in the United States, Europe and South Asia, in the aerospace, governmental defense, commercial satellite and wireless industries which includes mobile network operators, private network providers, systems integrators, OEMs, government and defense-related organizations, research and academic institutions, and commercial enterprises seeking advanced RF, microwave, semiconductor, and Open RAN 5G solutions.
Removed
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.
Added
We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives. As of December 31, 2025, there was one customer that accounted for approximately 42.86% of total sales compared to one customer that accounted for approximately 13.97% of total sales for the year ending December 31, 2024.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+8 added−11 removed0 unchanged
Biggest changeNotwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us .
Biggest changeThe Company has initiated efforts to develop a formal Information Security Management System aligned with ISO/IEC 27001, and this initiative is in the early stages. Notwithstanding the Company’s ongoing efforts to enhance its cybersecurity program, the Company may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect.
Removed
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy The Company depends on the proper functioning, availability and security of its information systems, including financial, data processing, communications and operating systems. Several information systems are software applications provided by third parties.
Added
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy The Company relies on internal information systems and third-party services for operational and financial processes, and these systems and services may experience disruptions, failures, or security incidents arising from inherent cybersecurity risks.
Removed
Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from time to time, experience threats and security incidents related to our and our third-party vendors’ information systems, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches.
Added
While cybersecurity incidents have not materially affected the Company to date, these risks continue to evolve, and the Company may be exposed to operational or financial impacts from potential cybersecurity threats in the future. The Company may experience cybersecurity incidents affecting its internal or third-party systems, including unauthorized access, malware, or system and operational disruptions.
Removed
Such cybersecurity attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cybersecurity attack.
Added
Cybersecurity threats may originate from a range of sources, from isolated unauthorized access attempts to more complex attacks; the Company’s controls continue to evolve, with additional measures planned. The Company maintains basic administrative and technical controls intended to address cybersecurity risks; however, these measures may not prevent all such incidents, and capabilities for prevention, detection, and response continue to develop.
Removed
A cybersecurity attack could compromise the confidential information of our employees, customers and vendors. A successful cybersecurity attack could disrupt and otherwise adversely affect our business operations. Assessment, identification and management of cybersecurity related risks are integrated into our overall risk management process.
Added
A cybersecurity incident could compromise sensitive information despite the controls in place. Cybersecurity risks are considered as part of broader operational risk discussions; however, formal integration into enterprise risk management is still developing. Cybersecurity risks are reviewed periodically in the context of overall operational risk, with plans to formalize annual cybersecurity risk assessment processes.
Removed
Cybersecurity related risks are included in the risk universe we evaluate to assess top risks to the Company at least annually. To the extent our processes identify a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.
Added
When heightened risks are identified, responsibility for identified risks is managed by designated personnel, with enhanced tracking and documentation processes currently in development. Cybersecurity Governance The Board of Directors has delegated oversight of cybersecurity risk management, strategy, and governance to executive management, including the Company’s CEO, CFO, and COO.
Removed
Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity risk strategy and governance and of other information technology risks to the Audit Committee of the Board of Directors (the “Audit Committee”) .
Added
Cybersecurity concerns, operational issues, and risk considerations are discussed with executive management on an informal basis as needed; formal reporting processes to the Board are developing. Senior management does not hold formal cybersecurity certifications; oversight relies on operational experience and support from information technology specialists to assist in managing relevant risks, with plans to utilize certified external consulting.
Removed
The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.
Added
The Company has conducted limited penetration testing within the past year; however, this is not part of a formal recurring program. Cybersecurity incidents are reported to executive management and material incidents are reviewed by the Board of Directors as appropriate, though formal reporting and assessment procedures are developing.
Removed
Senior management, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, is responsible for assessing and managing cybersecurity risk, and provides briefings regarding the assessment and management of such risk to the Audit Committee, which then reports, as necessary, to the Board of Directors .
Added
The Company maintains cybersecurity insurance; however, coverage may not fully align with its risk exposure or address all potential incidents or losses. 30
Removed
Although 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.
Removed
Any cybersecurity incident would be reported promptly to management and material and potentially material incidents would be assessed by management and the Audit Committee for remediation and future prevention and detection. The Company, at least annually, updates its policies or procedures that could help mitigate cybersecurity risks.
Removed
The Company has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−3 removed5 unchanged
Biggest changeEffective 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.
Biggest changeEffective February 1, 2020, the lease term was originally intended to expire on January 31, 2025, with a base rent of $24,234 for the first 12 months and increases by approximately 3% every year.
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.
As of December 31, 2025, all the facilities described above were in good operating condition, well maintained and in regular use. We believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future.
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.
ITEM 2. PROPERTIES On December 15, 2021, the Company assumed the SSM lease agreement of approximately 11,500 square feet of office and warehouse space in San Jose, CA, with the same terms and conditions.
Removed
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.
Removed
The option to buy the property has expired and was not exercised. The lease commenced with a monthly rental expense of $7,500, with annual rent increases by 3% in each successive lease year beginning on January 1, 2021. This property was used by Specialty Microwave for manufacturing and engineering services.
Removed
On April 13, 2023, this lease was terminated subject to the terms of a Surrender Agreement between the Company and landlord. As a result, a gain on termination of right-of-use operating lease was recognized of $8,461.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
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
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. 31 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−0 removed3 unchanged
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.
Biggest changeThis does not reflect the number of people or entities who held stock in nominee or street name through various brokerage firms. Dividend Policy In connection with the Rights Offering, the Company distributed in the form of a dividend, at no charge, transferable Unit Subscription Rights. We have never declared or paid cash dividends on our common stock.
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.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock has been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbol “AMPG” and “commenced trading on the NASDAQ on February 17, 2021.
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]
Equity Compensation Plan Information The following table summarizes information about our equity compensation plans as of December 31, 2025: Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,254,000 $ 2.29 3,487,375 Equity compensation plans not approved by security holders - - - Total 1,254,000 $ 2.29 3,487,375 (1) Represents shares of common stock reserved for issuance under the Amended and Restated Plan. 32 ITEM 6. [RESERVED]
Added
The Series A Right and Series B Right were approved for listing on NASDAQ and commenced trading under the symbols “AMPGR” and “AMPGZ”, respectively, on February 3, 2026. Holders of Record of Common Stock As of March 23, 2026, there were approximately 47 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

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

30 edited+44 added−109 removed15 unchanged
Biggest changeThe 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.
Biggest changeThe remaining $500,000 in cash to be paid and $2,500,000 in shares of restricted common stock will be issued to Titan upon the transfer of the 5G ORAN radio products’ technology and intellectual property rights by Titan to the Company, or the Second Milestone.
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.
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.
In 2021, the Company opened a monolithic microwave integrated circuits (“MMIC”) chip design center in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing.
In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (“MMIC”) chip design center, in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing.
Our products consist of RF amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets.
Our products consist of Radio Frequency (“RF”) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets.
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.
The net cash used in operating activities for the year ended December 31, 2024 was $5,295,714, resulting primarily from net loss, the impairment of intangible assets and the loss on investment of digital assets, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liabilities.
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.
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.
(“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the state of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”). AmpliTech Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications.
Business Overview AmpliTech was incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”). AmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications.
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.
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.
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.
Realized gain on investments, resulting from the redemption of treasury bills, was $36,016 and $26,746 for the years ended December 31, 2025 and 2024. Interest income, net for the year ended December 31, 2025 was $160,313. Interest expense, net for the year ended December 31, 2024 was $292,195.
Interest expense increased as a result of debt financing obtained during the year with Altbanq. The outstanding obligations under the loan was paid in full as of December 31, 2024. Net Loss The Company reported a net loss of $11,242,404 and $2,465,439 in 2024 and 2023, respectively.
Interest expense increased in 2024 because of the debt financing obtained during the year with Altbanq. The outstanding obligation under the loan was paid in full as of December 31, 2024. Net Loss The Company reported a net loss of $7,007,155 and $11,242,404 in 2025 and 2024, respectively.
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. 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.
The net cash provided by financing activities for the year ended December 31, 2024 was $21,177,516, a result of the proceeds received from the registered direct offerings and net proceeds received from notes payable offset by the repayment of finance lease liabilities and notes payable.
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.
Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more. On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc.
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.
Liquidity and Capital Resources Operating Activities The net cash used in operating activities for the year ended December 31, 2025 was $8,683,707, resulting primarily from net loss, as well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liabilities.
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 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.
In August 2022, the AGTGSS division was formed to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.
In August 2022, we formed our AGTGSS division to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant.
The major components of research and development costs include employee salaries and benefits, consultants, outside service, and supplies. 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 has progressed significantly.
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, cryogenic amplifiers and MMIC designs is progressing significantly.
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.
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.
(“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all of the assets of the Company (the Acquisition). The Acquisition was completed on December 15, 2021.
(“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA.
Intangible asset impairment As of December 31, 2024, intangible assets, consisting of trade name, customer relationships and intellectual property related to the purchase of Specialty Microwave were deemed impaired in the amount of $467,928. 32 Research and Development Expenses Research and development expenditures are charged to operations as incurred.
The Company experienced an increase in salaries and payroll taxes, professional fees, amortization expense, insurance expense and trade show expenses. Intangible asset impairment As of December 31, 2024, intangible assets, consisting of trade name, customer relationships and intellectual property related to the purchase of Specialty Microwave were deemed impaired in the amount of $467,928.
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.
Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets.
Critical Accounting Policies, Estimates and Assumptions The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.
We believe that our cash provided from operations, cash on hand as of the date of this Report will provide enough working capital to fund our operations for the next twelve months. 37 Critical Accounting Policies, Estimates and Assumptions The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.
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.
During December 31, 2025 and 2024, there were no indicators of impairment. Goodwill and Indefinite-Lived Intangible Assets We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition.
Other Income (Expenses) As a result of the fraudulent digital currency transactions noted above, during the year ended December 31, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets. Loss on disposal of property and equipment was $16,403 for the year ended December 31, 2023.
Other Income (Expenses) As a result of the fraudulent digital currency transactions during the year ended December 31, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets. In 2024, Spectrum was able to reclaim $716,943 of gold contained in its obsolete/slow moving inventory.
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.
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. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders.
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.
Results of Operations As of December 31, 2025, the Company had a working capital of $10,157,641 and an accumulated deficit of $28,019,282. As of December 31, 2024, the Company had a working capital of $26,795,745 and an accumulated deficit of $21,012,127.
The 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.
The net proceed to the Company from the sale of the Units in the Offering was approximately $8,319,873 after deducting the placement agent’s fees and other estimated offering expenses payable by the Company.
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”).
AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. 33 On March 26, 2025, we entered into the Titan APA with Titan and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology, or 5G ORAN radio products.
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.
As of December 31, 2025, we had cash and cash equivalents of $4,981,091, rights offering subscription proceeds in escrow of $6,704,304, working capital of $10,157,641 and an accumulated deficit of $28,019,282. We intend to continue to finance our internal growth with cash on hand and cash provided from operations, borrowings, debt or equity offerings, or some combination thereof.
Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets. Investment Policy-Cost Method Investments consist of non-controlling equity investments in privately held companies.
Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets. 38 Off Balance Sheet Transactions As of December 31, 2025, we did not have any off-balance sheet arrangements.
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.
Registered Direct Offering On January 26, 2026, the Company entered into the Purchase Agreement with the Purchasers pursuant to which we agreed to sell in the offering, or the Offering, 2,230,00 Units (“Units”) at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right and one Series B Right.
Removed
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 aggregate purchase price for the assets was $8,000,000, which consisted of $4,000,000 in cash and $4,000,000 in restricted shares of common stock of which the first $3,500,000 in cash was paid and $1,500,000 in restricted common stock was issued on April 24, 2025.
Removed
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
The Second Milestone is expected to be achieved towards the second quarter of 2026 and is recorded as a contingent liability of $3,000,000 as of December 31, 2025.
Removed
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.
Added
Our mission is to patent our proprietary IP and trade secrets that were used in small volume niche markets and expand our capabilities through strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity markets.
Removed
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
We believe this will enable us to scale up our products and revenue by developing full systems and subsystems with our unique technology as a core component, which we expect will position us as a global leader in these rapidly emerging technology sectors and addresses large volume markets as well, such as cellphone handsets, laptops, server networks, and many other applications that improve everyday quality of life.
Removed
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
Recent Developments Amendment to Amended and Restated 2020 Equity Incentive Plan On October 1, 2025, the Company’s Board unanimously approved, an Amendment to the Amended and Restated Plan to increase the number of shares subject to the Amended and Restated Plan by an additional 2,800,000.
Removed
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 10, 2025 at the 2025 Annual Meeting of Stockholders, such amendment was approved by the stockholders. As of December 31, 2025, all outstanding stock options were issued according to the Company’s Amended and Restated Plan, and there remains 3,487,375 shares of common stock available for future issuance under the Amended and Restated Plan.
Removed
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
Rights Offering In October 2025, the Company commenced the Rights Offering pursuant to which it distributed in the form of a dividend, at no charge, transferable Unit Subscription Rights, entitling holders of Company’s common stock, and certain eligible warrant holders (pursuant to contractual rights) as of the record date of 5:00 p.m., Eastern time, on November 10, 2025, to purchase Units at the Unit Subscription Price.
Removed
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
Each Unit consisted of one share of common stock, one Series A right and one Series B Right. The Series Rights were issued upon the closing of Unit Subscription Rights following the expiration of the Unit Subscription Rights. The Series Rights were exercisable commencing on their date of issuance and will continue to be exercisable until their respective expiration dates.
Removed
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
However, the issuance of the common stock underlying the Series Rights will only occur upon each respective Series Rights’ expiration date.
Removed
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
The exercise price of the Series Rights is equal to (i) in the case of the Series A Rights, $5.00 per share until they expire on July 18, 2026; and (ii) in the case of the Series B Rights, $6.00 per share until it expires on November 20, 2026.
Removed
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
On January 14, 2026, the Company closed on the Unit Subscription Rights, which expired on January 9, 2026. The Company received approximately $9,072,816 from the exercise of the Unit Subscription Rights, which consisted of 1,247,086 basic subscriptions and 1,021,118 over-subscriptions, for an aggregate of 2,268,204 Units.
Removed
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
Each Unit consisted of one share of common stock, one Series A Right to purchase one share of common stock and one Series B Right to purchase one share of common stock. As a result of the Closing, the Company issued 2,268,204 shares of common stock, 2,268,204 Series A Rights, and 2,268,204 Series B Rights.
Removed
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
The Series Rights offered in the offering were substantially the same rights and entitlements as the Series A Rights and Series B Rights issued in connection with the Rights Offering, which rights are set forth in the Series A Right Certificate and Series B Right Certificate filed as Exhibits 4.2 and 4.3, respectively, to Current Report on Form 8-K filed with the SEC on October 30, 2025.
Removed
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
The net proceed from the Closing was approximately $8,103,909 after deducting fees and expenses of Moody Capital, as placement agent, and our other estimated offering expenses. 34 In connection with the Rights Offering, the Company entered into a Dealer Manager Agreement.
Removed
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
Pursuant to the Dealer Manager Agreement, the Company agreed to pay Moody Capital a cash fee equal to 7.0% of the proceeds of the Rights Offering from the exercise of the Unit Subscription Rights and the Series Rights; provided however, if the aggregate subscription proceeds equal more than $10 million but less than $20 million, the Company agreed to pay Moody Capital a cash fee equal to 6.0%; provided further, if the aggregate subscription proceeds equal less than $10 million, the Company agreed to pay Moody Capital a cash fee equal to 5.0%.
Removed
The Asset Purchase Agreement contains customary representations and warranties and covenants by each party.
Added
The Company also paid Moody Capital an out-of-pocket accountable expense allowance of $35,000.
Removed
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 Series Rights provided the Purchasers substantially the same rights and entitlements as those Series A Rights and Series B Rights issued in connection with the Rights Offering.
Removed
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
The Offering closed on January 27, 2026, resulting in the issuance of 2,230,000 shares of common stock, and Series A Rights to purchase an aggregate of 2,230,000 shares of common stock at $5.00 per share, and Series B Rights to purchase an aggregate of 2,230,000 shares of common stock at $6.00 per share.
Removed
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 connection with the Offering, on January 26, 2026, the Company entered into the Placement Agency Agreement with the Placement Agent, pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to 6.0% of the aggregate gross proceeds received by the Company from the sale of the sale of the Units and the exercise of the Series Rights in the Offering.
Removed
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
The Company also agreed to reimburse the Placement Agent for up to $15,000 in accountable expenses, including the Placement Agent’s legal counsel’s fees.
Removed
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
Listing of Series A Rights and Series B Rights on NASDAQ The Series A Right and Series B Right were approved for listing on NASDAQ and commenced trading under the symbols “AMPGR” and “AMPGZ”, respectively, on February 3, 2026.
Removed
Subsequent to the transaction, Seller’s affiliate will continue its business and retain its employees focusing on software solutions and services. 31 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
As of March 23, 2026, the Company has received a total of approximately $5MUS in funded purchase orders from our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders into 2027.
Removed
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 Company recorded a net loss of $7,007,155 and $11,242,404 for the years ended December 31, 2025 and December 31, 2024, respectively. 35 For Years Ended December 31, 2025 and December 31, 2024 Revenues Sales increased from $9,508,372 for the year ended December 31, 2024 to $25,195,930 for the year ended December 31, 2025, an increase of $15,687,558 or approximately 164.99%.
Removed
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
The increase was driven primarily by the Company’s asset acquisition in April 2025, which transformed the Company’s revenue base and added a significant new revenue stream in 5G infrastructure products. As a direct result of the asset acquisition, the Company began fulfilling purchase orders for customized 5G ORAN radio products for a major telecommunications provider.
Removed
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
This customer represented 42.86% of total revenues for the year ended December 31, 2025, or $10,797,628 in revenues and was not a customer of the Company prior to the asset acquisition. Management has secured new purchase orders from this customer for 2026 and is actively working to expand this relationship.

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