What changed in AmpliTech Group, Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, AmpliTech Group, Inc. (AMPGW) added 202 paragraphs, removed 236, and edited 140 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+78/−105), Item 1A. Risk Factors (+56/−76), Item 1. Business (+54/−44).

Did AmpliTech Group, Inc. add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 56 new/edited paragraphs and 76 removed paragraphs versus the 2022 10-K.

What changed in AmpliTech Group, Inc.'s MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 78 new/edited paragraphs and 105 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did AmpliTech Group, Inc.'s Legal Proceedings (Item 3) change in 2023?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this AMPGW 10-K diff come from?

The source filings are AmpliTech Group, Inc.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in AmpliTech Group, Inc.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of AmpliTech Group, Inc.'s 2022 and 2023 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 2023 report.

+202 added−236 removedSource: 10-K (2024-04-01) vs 10-K (2023-03-31)

Top changes in AmpliTech Group, Inc.'s 2023 10-K

202 paragraphs added · 236 removed · 140 edited across 6 sections

Item 7. Management's Discussion & Analysis+78 / −105 · 46 edited
Item 1A. Risk Factors+56 / −76 · 51 edited
Item 1. Business+54 / −44 · 32 edited
Item 2. Properties+9 / −6 · 6 edited
Item 5. Market for Registrant's Common Equity+4 / −4 · 4 edited

Item 1. Business

Business — how the company describes what it does

32 edited+22 added−12 removed38 unchanged

2022 filing

2023 filing

Biggest changeWe compete based on technology, cost, and design flexibility. 9 Table of Contents 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.

Biggest changeOur ability to compete successfully depends on numerous factors, including our ability to: ● maintain and increase our market share and the strength of our brand in amplifiers; ● maintain and expand our relationships with channel partners; ● secure products in large volume in a cost-effective and timely manner from our suppliers; ● develop innovative, differentiated, high-performance products relative to our competitors’ solutions; and ● protect our intellectual property. 10 We cannot assure you that our solutions will compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by our existing competitors or new companies entering our market.

In February 2018, the Company entered into an advisory agreement with Sunbiz Holding Corp to promote market awareness in Asia and the Middle East. The advisory agreement had been extended for additional two years ending in 2022.

The BDC assembly down converts a Ka band signal, 17.7 GHz to 19.7 GHz, from the LNAs on either polarization of the antenna to between 950 and 2150 MHz using a high and low band block downconverter. 1:2 Tx Protection Switch Panel Subsystem The Specialty Microwave 1:2 Tx Protection Switch panel is a logic panel used in satellite communications earth stations.

The BDC assembly converts a Ka band signal, 17.7 GHz to 19.7 GHz, from the LNAs on either polarization of the antenna to between 950 and 2150 MHz using a high and low band block downconverter. 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.

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 8 Table of Contents · 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.

We believe that the RF semiconductor industry has the following features: High demand for complex, next-generation wireless signal processing applications. ● Mass adoption of internet and web-based applications, and other high-band width applications ● Ability to combine analog and digital signal processing into more integrated RF solutions ● Widespread application of low-cost, high-performance and functionality wireless networks ● Emergence of 5G/6G, WI-FI 6e, satellite and advanced wireless network infrastructure rollouts Growing opportunity for advanced RF subsystems, modules and components. ● Demand for precise, high-speed signal conditioning interfaces between analog and digital ● Combining analog/digital signal processing capabilities into more highly integrated solutions ● Widespread application of low-cost, high-performance wireless network systems ● Convergence of computing, communications, and consumer electronics with state-of-the-art signal processing capability with less power consumption Complements original equipment manufacturer, or OEM, design, and manufacturing capabilities. ● Deliver high quality and feature improvements that service provider requires 9 ● Lower production costs and shorten product development cycles ● Adhere to flexibility, performance, streamlined procurement processes and value requirements Current and Future Target Markets. ● High speed terrestrial and satellite terminals (SATCOM, “Internet in the Sky”) ● 5G/Wi-Fi6E and 6G wireless infrastructure (Cellular Base Stations, Small Cells, Private Wi-Fi Networks) ● IoT (Internet of Things) ● Cloud farms, big data and MEC architecture ● Quantum supercomputers/Quantum research ● Deep space astronomy ● Autonomous self-driving vehicles ● Telemedicine, AR/VR (Augmented and Virtual Reality) ● Drones, UAVs (Unmanned aerial vehicles) ● Cyber-security ● Military/Defense ECM/EW Competition We face competition in the amplifier industry from many established players.

The cost of our research and development activities is incorporated into the unit selling prices and, as such, is borne directly by the customers. In addition to the research and development for our customers, we invest in research and development for new products on emerging technologies such as 5G/6G, cybersecurity, MMICs, IoT and wireless products for the future.

The cost of our research and development activities is incorporated into the unit selling prices and, as such, is borne directly by the customers. In addition to the research and development for our customers, we invest in research and development for new products on emerging technologies such as 5G/6G, cryogenic, cybersecurity, MMICs, IoT and wireless products for the future.

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.

These rules may impose additional costs and may introduce new risks related to our ability to verify the origin of any conflict minerals used in our products. 11 Suppliers Our material consists of purchased component parts used in our assembly process or distributed.

Our hybrid design topologies include: · Discrete Microwave Integrated Circuit (MIC) · Pseudomorphic High Electron Mobility Transistor (PHEMT) · MIC and Low Noise MIC 7 Table of Contents 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 8 ● Use of negative bias is not necessary ● Specially selected components with specific parameters that yield proprietary results due to use in a particular configuration Research and Development To date, our research and development activities have primarily been conducted on new product designs to the extent as requested by the customers.

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 (“TGSS”).

Intellectual Property We regard domain names, tradename, 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 important to our success. We rely on contractual restrictions to protect our proprietary rights in products and services.

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. Our website is available at www.amplitechinc.com.

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.

Research and development costs for the years ended December 31, 2022 and 2021 were $1,024,127 and $1,833,399, 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, 2023 and 2022 were $2,341,845 and $1,024,127, respectively. Industry and Competition Market Overview We operate our business in the industry of high-power RF semiconductors.

We plan to use the information obtained from the IP story to file additional patents relating to our intellectual property and trade secrets. Employees As of March 26, 2023, we have thirty-six (36) full time and four (4) part-time employees. From time to time, we may hire additional workers on a contract basis as the need arises.

We plan to use the information obtained from the IP story to file additional patents relating to our intellectual property and trade secrets. Employees As of March 13, 2023, we have forty-six (46) full time employees. From time to time, we may hire additional workers on a contract basis as the need arises. 13

In August 2022, AmpliTech Group True G Speed Services (“TGSS”) division was formed to enable “true G speeds” to the industry. TGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. TGSS 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. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

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. 4 Table of Contents The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products and MMIC designs is progressing significantly.

On February 17, 2021, AmpliTech Group Inc.’s common stock and warrants commenced trading on NASDAQ under the symbols “AMPG” and “AMPGW,” respectively. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021, as of 12:01 a.m., Eastern Time. All share amounts have been retroactively re-stated to reflect the reverse split.

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.

Trade Magazines We advertise our products in Microwave Product Digest and Microwave Journal. 11 Table of Contents 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.

Trade Magazines We advertise our products in Microwave Product Digest and Microwave Journal. 12 Customers We serve a diverse customer base located primarily in the United States, Europe and South Asia, in the aerospace, governmental defense, commercial satellite and wireless industries. Some of our customers include Viasat, L3 Harris Technologies, CPI, Lockheed Martin, Microsemi, Cett Technology and Universal Enterprise.

These amplifiers are very useful for applications that require the absolute minimum amounts of noise injection for the growing market of low temperature applications, such as quantum computing, medical applications, RF imaging, research & development, space communications, accelerators, radiometry and telephony. 6 Our re-designed cryogenic 4.0 – 8.0 GHz amplifiers for quantum computing have been tested and validated by a third-party laboratory for performance.

Some of our customers include Viasat, L3 Harris Technologies, Raytheon, Mercury Systems, Cett Technology and Universal Enterprise. As of December 31, 2022, there was one customer that accounted for 18% of our total revenue. We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives.

As of December 31, 2023, there was one customer that accounted for 8.45% of our total revenue. We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives.

The capital balances have been retroactively adjusted to reflect the reverse acquisition. On September 12, 2019, AmpliTech Group Inc. acquired substantially all of the assets of Specialty Microwave Corporation, a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and goodwill.

The Company has both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. 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.

It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU. This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our newly launched AGMDC in Texas.

This new phase array product supports 3.4-4.0 GHz and 2.496-2.69 GHz, with 8 x 4 x 2 = 64 Active Phased Array Elements. It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU. This product uses proprietary technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas.

Our Products and Services Our core AmpliTech Inc. division offers products consisting of connectorized RF amplifiers and related subsystems, operating at frequencies from 50kHz to 44GHz, including low noise amplifiers, medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the aerospace, governmental, defense and commercial satellite markets. 5 Our fully operational AGMDC division in Texas has successfully transferred our proprietary technology from connectorized products into monolithic microwave integrated circuits, (MMICs) and is offering in chip form, LNA’s, power amplifiers, filters, attenuators, thru lines and has the ability to provide custom design projects.

Government’s System for Award Management (“SAM”). 10 Table of Contents 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.

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.

The Company offers multiple IC packaging and lids product lines according to desired product specifications, device performance, dimensions, resistances, and tolerances.

The Company offers multiple IC packaging and lids product lines according to desired product specifications, device performance, dimensions, resistances, and tolerances. PHEMT MMIC Technology LNA’s AmpliTech’s new line of low noise amplifiers introduces high performance, high reliability MMIC-based designs.

Medium Power Amplifiers Medium Power Amplifiers, or MPAs, provide increased output power and gain in transceiver chains to increase signal power and maintain dynamic range and linearity in radars, base-stations, wireless networks, and almost every communication system. 6 Table of Contents Satellite Access Point Block Downconverter (BDC) The Specialty Microwave BDC assembly is used as a test device on Satellite Access Point (SAP) antennas located worldwide.

The following table describes supplier concentration based upon the percentage of materials purchased from each supplier for 2022: Supplier A $ 4,575,688 44.15 % Supplier B 3,036,215 29.29 % Supplier C 901,155 8.70 % Supplier D 421,027 4.06 % Supplier E 122,030 1.18 % All other suppliers (approximately 104) 1,308,461 12.62 % Total $ 10,364,576 100 % 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 2023: Supplier A $ 1,751,735 33.14 % Supplier B 908,273 17.18 % Supplier C 800,132 15.14 % Supplier D 363,554 6.88 % Supplier E 236,303 4.47 % All other suppliers (approximately 104) 1,226,485 23.19 % Total $ 5,286,482 100 % Marketing We employ an aggressive and focused approach to market our products, at various venues including trade shows, strategic alliances, websites and trade magazines.

Trade Shows We attend trade shows such as MTTS (Microwave Theory and Techniques Show), IMS (International Microwave Symposium), European Microwave Symposium, SATCON, MILCOM and the American Institute of Physics Exhibit (APS). We also sponsor some trade shows to gain recognition and presence.

Trade Shows We attend trade shows such as IMS (International Microwave Symposium), European Microwave Symposium, MWC (Mobile World Congress) and the Satellite Show in Washington D.C. We also sponsor some trade shows to gain recognition and presence.

On November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement with SSM, pursuant to which AmpliTech would acquire substantially all of the assets of SSM.

On November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement with SSM, pursuant to which AmpliTech would acquire substantially all of the assets of SSM. SSM, located in Silicon Valley (San Jose, CA), was a global authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements.

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 integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirement.

Over 25 new MMIC chip technology products were released during 2023. In connection with the acquisition of our Specialty Microwave Division (SMW), we began designing and manufacturing passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers.

TGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. 5 Table of Contents The COVID-19 Pandemic The COVID-19 pandemic had disrupted and affected our business operations, which has led to business and supply chain disruptions.

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.

Through our AmpliTech TGSS division, we are actively developing and currently manufacturing our newest product line of Open Radio Unit For Sub 6GHz expecting full deployments in late 2023, early 2024 fiscal year. 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.

Our SSM division is a globally authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirement. Through our AGTGSS division, we are actively developing and currently manufacturing our newest product line of Open Radio Unit For Sub 6GHz expecting full deployments in late 2024.

The materials used by our operations are generally available from several sources and in sufficient quantities to meet current requirements subject to normal lead times. However, recent cost inflation and potential supply chain disruptions resulting from the novel coronavirus COVID-19 pandemic may lead to higher material costs in fiscal 2023.

However, recent cost inflation and potential supply chain disruptions may lead to higher material costs in fiscal 2024.

Removed

MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. In August 2022, TGSS division was formed to enable “true G speeds” to the industry. TGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant.

Added

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.

Removed

The lingering effects of the pandemic are likely to continue to disrupt our business and supply chain in the future.

Added

The capital balances have been retroactively adjusted to reflect the reverse acquisition. 4 AmpliTech designs, engineers and assembles microwave component based low noise amplifiers (“LNA”) that meet individual customer specifications. Application of the Company’s proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer.

Removed

For example, our offices and R&D and manufacturing locations had been, and may continue to be, impacted due to national and regional government declarations requiring closures, quarantines, and travel restrictions, although nearly all government-imposed restrictions have been significantly reduced in most parts of the world.

Added

Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers for use in satellite communication ground networks. On February 17, 2021, AmpliTech Group Inc.’s common stock and warrants commenced trading on NASDAQ under the symbols “AMPG” and “AMPGW,” respectively.

Removed

However, given the unpredictable nature of COVID-19 and its variants, it is difficult, if not impossible, to predict, whether any government-imposed restrictions will be reimposed at previous levels or enhanced in one or more ways impacting our business operations or those of third parties upon which we rely.

Added

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.

Removed

The COVID-19 pandemic, including associated business interruptions and recovery, as well as other possible epidemics or outbreaks of other contagions could result in a material adverse impact on our or our current or anticipated customers’ or suppliers’ business operations, including reduction or suspension of operations in the U.S. or other parts of the world.

Added

In August 2022, our AGTGSS division was founded to serve and provide complete system integration and ORAN compliant O-RU’s (Radio Units) for telcos, enabling the industry to access ‘True 5G Speeds’. AGTGSS provides Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services.

Removed

Our design and engineering operations, among others, cannot all be conducted remotely and often require on-site access to materials and equipment.

Added

Satellite Access Point Block Downconverter (BDC) The Specialty Microwave BDC assembly is used as a test device on Satellite Access Point (SAP) antennas located worldwide.

Removed

We have customers, suppliers, and partners with international operations, and our customers, suppliers, and partners also depend on suppliers and manufacturers worldwide, which means that our business and prospects could be affected by the lingering effects of the COVID-19 pandemic anywhere in the world.

Added

These new products will cover widely used standard frequency ranges in the 2.0 – 4 GHz, 4.0 – 8.00 GHz and 2-18 GHz offering unparalleled low noise figure and featuring its proprietary low noise MMIC technology by our AGMDC Division.

Removed

Depending upon the duration of the lingering effects of the COVID-19 pandemic and the associated business interruptions, our customers, suppliers, manufacturers, and partners may suspend or delay their engagements with us.

Added

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.

Removed

We and our customers’ and suppliers’ response to the lingering effects of the COVID-19 pandemic may prove to be inadequate and they may be unable to continue their respective operations in the manner they had prior to the outbreak or the worsening of the outbreak, and we may consequently endure interruptions, reputational harm, delays in our product development, and shipments, all of which could have an adverse effect on our business, operating results, and financial condition.

Added

These coaxial in-line LNA’s can be used for a wide range of design applications and are suitable for Military and Commercial applications when cost considerations are paramount. Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation.

Removed

In addition, we cannot assure you as to the timing of the economic recovery given the lingering effects of the pandemic, which could have a material adverse effect on our target markets and our business.

Added

Coaxial In-Line Band Pass Filters These bandpass filters cover industry standard frequency ranges, I.e., 17.52-21.45 GHz with 50Ω matched DC blocked RF ports. These products can be used for a wide range of design applications and are suitable for military and commercial applications when cost considerations are paramount. They are also covered by our standard 3-year warranty.

Removed

Our fully operational AGMDC division in Texas has successfully transferred our proprietary technology from connectorized products into monolithic microwave integrated circuits, (MMICs) and already offering in chip form, LNA’s, power amplifiers, filters, attenuators, thru lines and has the ability to provide custom design projects.

Added

Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation. Ka Band LNB (Low-Noise Block Down Converter Unit) Featuring its proprietary AmpliTech LNA low noise technology, this Ka Band LNB was designed for superior performance in small sats, LEO, MEO, GEO and portable or fixed Ka-Band teleport applications.

Removed

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.

Added

Directional Couplers AmpliTech’s new line of directional couplers presents a high-performance solution in signal splitting and monitoring technology. Designed with precision and engineered for high performance, these couplers provide accurate power division while maintaining signal integrity.

Added

With a wide range of coupling ratios and frequency options, these directional couplers are ideal for a variety of applications, including telecommunications, radar systems, and aerospace technology. 7 Power Dividers Our power dividers stand as a testament to AmpliTech’s commitment to delivering innovative solutions through a strategic research and development business plan.

Added

Built to handle high-power RF signals, these dividers ensure minimal signal loss during distribution. Whether for in-building wireless systems or distributed antenna systems, these power dividers offer unparalleled efficiency and signal fidelity, making them an essential choice for RF engineers and system integrators.

Added

Quadrature Hybrid 90-degree Couplers Quadrature hybrid 90-degree coupler components pave the way for seamless integration in phase-critical applications. These hybrids excel in creating two signals with precisely controlled phase separation, making them indispensable for quadrature modulators, demodulators, and phase shifters.

Added

Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation. 5G Network in a Box (NIB ) This single box is essentially a “plug-n-play” solution for P5G and local carriers and is another innovative product from our AGTGSS division.

Added

A 5G NIB offers several benefits to customers, including rapid deployment, flexibility, cost-effectiveness, localized high-speed connectivity, enhanced security, and interoperability. Massive MIMO, 64T64R ORAN, CAT B Radio Network The Massive MIMO, 64T64R ORAN, CAT B Radio Network is expected to become the company’s flagship product.

Added

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.

Added

On April 1, 2023, the Company announced its partnership with NGK Electronic Devices, to become their US distributor for NGK’s state-of-the-art RF Microwave products. This partnership marks NGK’s first distribution agreement with a US partner, presenting a significant opportunity for both parties.

Added

NGK Electronic Devices, based in Japan, is a world leader in the development and manufacturing of ceramic semiconductor packages. These advanced products play a crucial role in the semiconductor packaging industry, addressing key concerns such as heat management and electrical insulation.

Added

AmpliTech’s semiconductor distribution division, Spectrum Semiconductor, will leverage its extensive distribution network and expertise to ensure that NGK’s RF Microwave Packages product line is readily available to customers across the United States, further expanding NGK’s global presence.

Added

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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

51 edited+5 added−25 removed95 unchanged

2022 filing

2023 filing

Biggest changeThe unfavorable outcome of any future litigation or administrative action could negatively impact us. Our financial results could be negatively impacted by unfavorable outcomes in any future litigation or administrative actions. We cannot assure favorable outcomes in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could negatively impact our financial results.

Biggest changeA failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation. The unfavorable outcome of any future litigation or administrative action could negatively impact us. Our financial results could be negatively impacted by unfavorable outcomes in any future litigation or administrative actions.

Further, current, or future governmental policies may increase the risk of inflation, which could further increase the costs of raw materials and components for our business. Similarly, if costs of goods continue to increase, our suppliers may seek price increases from us.

Further, current or future governmental policies may increase the risk of inflation, which could further increase the costs of raw materials and components for our business. Similarly, if the costs of goods continue to increase, our suppliers may seek price increases from us.

In addition, any decline in quality or availability of our products or any increase in the number of suppliers that such a customer use may decrease demand for our products and adversely affect our operating results, business and prospects.

In addition, any decline in the quality or availability of our products or any increase in the number of suppliers that such a customer use may decrease demand for our products and adversely affect our operating results, business and prospects.

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 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 as a result of litigation or other proceedings.

We do not know whether we will be able to retain all of these personnel as we continue to pursue our business strategy. As the source of our technical and product innovations, our design and technical personnel are a significant asset.

We do not know whether we will be able to retain all these personnel as we continue to pursue our business strategy. As the source of our technical and product innovations, our design and technical personnel are a significant asset.

If holders of our currently outstanding shares of common stock were to attempt to sell a substantial amount of their holdings at once, the market price of our common stock could decline.

If the holders of our currently outstanding shares of common stock were to attempt to sell a substantial amount of their holdings at once, the market price of our common stock could decline.

Maqbool owns a significant number of our shares of 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 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.

Inaccuracies in our estimates of customer demand and product mix could negatively affect our inventory levels, sales and operating results. We derive revenue primarily from customer purchase orders rather than long-term purchase commitments. To ensure availability of our products, in some cases we start manufacturing based on forecasts provided by customers in advance of receiving purchase orders from them.

Inaccuracies in our estimates of customer demand and product mix could negatively affect our inventory levels, sales and operating results. We derive revenue primarily from customer purchase orders rather than long-term purchase commitments. To ensure the availability of our products, in some cases we start manufacturing based on forecasts provided by customers in advance of receiving purchase orders from them.

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure which could result in the de-listing of our common stock . The Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed.

Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. If we fail to prevail in any future litigation and disputes, it could adversely affect our results of operations and financial condition.

Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel, and by increasing our costs of doing business. If we fail to prevail in any future litigation and disputes, it could adversely affect our results of operations and financial condition.

Maqbool; · changes in governmental regulations; · changes in earnings estimates or recommendations by securities analysts; · the impact of the political instability, changes in international trade relationships and conflicts, such as the conflict between Russia and Ukraine; · our failure to generate material revenues; · our public disclosure of the terms of any financing which we may consummate in the future; · any acquisitions we may consummate; · announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · cancellation of key contracts; · short selling activities; · changes in market valuations of similar companies; and · general economic conditions and slow or negative growth of end markets.

Maqbool; ● changes in governmental regulations; ● changes in earnings estimates or recommendations by securities analysts; ● the impact of the political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine; ● our failure to generate material revenues; ● our public disclosure of the terms of any financing which we may consummate in the future; ● any acquisitions we may consummate; ● announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; ● cancellation of key contracts; ● short selling activities; ● changes in market valuations of similar companies; and ● general economic conditions and slow or negative growth of end markets.

We may in the future be required to license patent and other intellectual property rights to technologies that are important to our business, which may be costly or prohibitively expensive to our business operations. We may also receive assertions against us, our customers or distributor, claiming that we infringe patent or other intellectual property rights.

We may in the future be required to license patents and other intellectual property rights to technologies that are important to our business, which may be costly or prohibitively expensive to our business operations. We may also receive assertions against us, our customers or distributor, claiming that we infringe patent or other intellectual property rights.

Our future success depends on our ability to attract, retain and motivate qualified personnel, including our management, sales and marketing, finance and especially our design and technical personnel. For example, we currently have limited number of personnel for the assembling and testing processes.

Our future success depends on our ability to attract, retain and motivate qualified personnel, including our management, sales and marketing, finance and especially our design and technical personnel. For example, we currently have a limited number of personnel for the assembling and testing processes.

Our articles of incorporation and bylaws contain provisions that may have the effect of making 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 shareholders.

Raw material supply shortages and supply chain constraints, including cost inflation, have impacted and could continue to negatively impact our ability to meet increased demand, which in turn could impact our net sales revenues and market share.

Implementing any future changes to our internal controls may require compliance training of our directors, officers and employees, entail substantial costs to modify our accounting systems and take a significant period of time to complete.

Our management has identified material weaknesses in our internal control over financial reporting related to lack of segregation of duties resulting from our limited personnel and ineffective control over financial statement disclosure as controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements and has concluded that, due to such material weakness, our disclosure controls and procedures were not effective as of December 31, 2022.

If we need to raise additional funds due to unforeseen circumstances or material expenditures or if our operating results are worse than expected, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to holders of our common stock.

If we need to raise additional funds due to material expenditures or if our operating results are worse than expected, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to holders of our common stock.

Additionally, increased competition and the existence of product alternatives, weaker than expected demand and other factors may lead to further price erosion, lower revenue and lower margins for us in the future, adversely affecting our operating results and financial condition. Our products must meet exacting technical and quality specifications.

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. 23 Table of Contents Because we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares .

Additionally, this concentration of ownership might harm the market price of our common stock by: ● delaying, deferring or preventing a change in corporate control; ● impeding a merger, consolidation, takeover or other business combination involving us; or ● discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. 24 Because we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares .

If we manufacture more products than we are able to sell to our customers or channel partners, we will incur losses and our results of operation and financial condition will be harmed. Our sales and marketing efforts may be unsuccessful in maintaining and expanding existing sales channels, developing new sales channels and increasing the sales of our products.

If we manufacture more products than we can sell to our customers or channel partners, we will incur losses and our results of operation and financial condition will be harmed. Our sales and marketing efforts may be unsuccessful in maintaining and expanding existing sales channels, developing new sales channels and increasing the sales of our products.

In addition, responding to governmental audits or investigations may involve significant expenses and divert management attention. Acquisitions may expose us to additional risks. We may acquire or make investments in businesses, technologies or products, whether complementary or otherwise, as a means to expand our business, if appropriate opportunities arise.

In addition, responding to governmental audits or investigations may involve significant expenses and divert management attention. Acquisitions may expose us to additional risks. We may acquire or make investments in businesses, technologies or products, whether complementary or otherwise, to expand our business, if appropriate opportunities arise.

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. 20 Table of Contents U.S. government audits and investigations could adversely affect our business .

Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulation, may result in increased compliance costs, capital expenditures and other financial obligations for us and could affect our profitability or impede the production or distribution of our products, which could affect our net operating revenues. 21 U.S. government audits and investigations could adversely affect our business .

If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition. 17 Table of Contents We are subject to order and shipment uncertainties.

If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition. 18 We are subject to order and shipment uncertainties.

In addition, even if we are able to successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all.

In addition, even if we can successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all.

If our patents do not adequately protect our technology, our competitors may be able to offer additive manufacturing systems or other products similar to ours.

If our patents do not adequately protect our technology, our competitors may be able to offer additive manufacturing systems or other products like ours.

Maqbool has the ability to 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 has the ability to influence the management and affairs of our company.

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.

The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our operations. 14 Table of Contents Economic conditions may adversely impact our business, operating results and financial condition.

The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China, the war in the Middle East or an escalation in conflict between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our operations. 15 Economic conditions may adversely impact our business, operating results and financial condition.

In addition, there can be no assurance that an active trading market for the Listed Warrants will develop. Holders of the Listed Warrants will have no rights as a common stockholder until they acquire our common stock .

In addition, there can be no assurance that an active trading market for the Listed Warrants will develop. Holders of the Listed Warrants will have no rights as common stockholders until they acquire our common stock .

The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business. 12 Table of Contents Risks Relating to our Business Our revenue, earnings, margins and other operating results have fluctuated significantly in the past and may fluctuate significantly in the future .

The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business. Risks Relating to our Business Our revenue, earnings, margins and other operating results have fluctuated significantly in the past and may fluctuate significantly in the future .

Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he has the ability to influence actions requiring stockholder approval . As of the date of this report, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 28.69% of our outstanding shares of common stock. As a result, Mr.

Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he has the ability to influence actions requiring stockholder approval . As of the date of this report, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 29.07% of our outstanding shares of common stock. As a result, Mr.

Extended lead times on certain parts as well as a lack of immediate availability may delay our ability to deploy ASRs, and consequently, may delay our ability to recognize revenue. In addition, the Company has also faced increased costs of components and freight resulting from COVID-19.

Such fluctuations may have a material adverse impact on our results of operations. 21 Table of Contents Risks Relating to our Common Stock and our Listed Warrants The price of our common stock could be volatile and could decline at a time when you want to sell your holdings.

Such fluctuations may have a material adverse impact on our results of our operations. 22 Risks Relating to our Common Stock and our Listed Warrants The price of our common stock could be volatile and could decline at a time when you want to sell your holdings.

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. 22 Table of Contents 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. 23 Future sales or perceived sales of our common stock could depress our stock price.

The Company has experienced supply chain constraints resulting from the COVID-19 pandemic, which has slowed down production and will negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients. These supply constraints include, but are not limited to, semiconductor shortages as well as shortages of certain commodities.

The Company has experienced supply chain constraints which have slowed down production and will negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients. These supply constraints include, but are not limited to, semiconductor shortages as well as shortages of certain commodities.

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. 16 Table of Contents Any of the foregoing results could have a material adverse effect on our business, financial condition and operating results.

If any pending or future proceedings result in an adverse outcome, we could be required to: ● cease the manufacture, use or sale of the infringing products, processes or technology; ● pay substantial damages for infringement; ● expend significant resources to develop non-infringing products, processes or technology; ● license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all; 17 ● cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or ● pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.

Any failure to compete successfully would materially adversely affect our business, prospects, operating results and financial condition Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the conflict between Russia and Ukraine, could make it more difficult for us to access financing and could adversely affect our business and operations.

Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could make it more difficult for us to access financing and could adversely affect our business and operations.

Our 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 being negatively affected by the COVID-19 pandemic.

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.

If not remediated, or if we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock. 19 If we fail to implement proper and effective internal controls, our ability to produce accurate financial statements would be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price.

If 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. 15 Table of Contents We may be required to indemnify our customers against liabilities arising from defects in our products or their solutions which incorporate our products.

If we are unable to fix errors or other problems, we could experience: ● loss of customers or customer orders; ● lost or delayed market acceptance and sales of our products; ● loss of market share; ● damage to our brand and reputation; 16 ● impaired ability to attract new customers or achieve market acceptance; ● diversion of development resources; ● increased service and warranty costs; ● replacement costs; ● legal actions by our customers; and ● increased insurance costs.

Economic conditions, market and political instability, changes in trade agreements and conflicts, such as the conflict between Russia and Ukraine, could adversely affect global markets and transactions and may adversely affect our customers and suppliers. Any adverse financial or economic impact to our customers may impact their ability to pay timely or result in their inability to pay.

Economic conditions, market and political instability, changes in trade agreements and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could adversely affect global markets and transactions and may adversely affect our customers and suppliers.

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.

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 of your investment. Our secured indebtedness could have important consequences to you.

If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives, our stock price may fall, and you may lose some or all your investment. 20 Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues.

We cannot assure favorable outcomes in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could negatively impact our financial results. Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues.

The increased cost of components and freight as well as ongoing delays in production are likely to have an impact on sales and profitability throughout 2023 as well as 2024.

The increased cost of components and freight as well as ongoing delays in production are likely to have an impact on sales and profitability throughout 2024. Our market is very competitive. If we fail to compete successfully, our business and operating results will suffer.

In addition, investors’ perceptions that our internal control over financial reporting is inadequate or that we are unable to produce accurate financial statements may materially adversely affect our stock price. 18 Table of Contents We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our common stock, restrict our operations or adversely affect our ability to operate our business.

We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our common stock, restrict our operations or adversely affect our ability to operate our business.

Although hard to predict under the current global environment, we believe our core LNA product line, as well as Spectrum Semiconductor Material product lines will continue to be in demand and generate top line and cash flow to sustain ongoing activities without the need of additional funding for fiscal year 2023.

Although hard to predict under the current global environment, we believe our core LNA product line, as well as Spectrum Semiconductor Material and 5G product lines will continue to be in demand and generate top line revenue and cash flow to sustain ongoing activities. 14 The Company is dependent on the global supply chain and has experienced supply chain constraints, as well as increased costs on components and shipping.

It may also impact their ability to fund future purchases or increase the sales cycles which could lead to a reduction in revenue and accounts receivable. Our suppliers may increase their prices or may be unable to supply needed raw materials on a timely basis which could result in our inability to meet customers’ demand or affect our gross margins.

Our suppliers may increase their prices or may be unable to supply the necessary raw materials on a timely basis which could result in our inability to meet customers’ demand or affect our gross margins. Our suppliers may also impose more stringent payment terms on us.

Our industry is characterized by companies that hold large numbers of patents and other intellectual property rights and which may vigorously pursue, protect and enforce their intellectual property rights.

We may 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.

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.

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.

If demand for our products fluctuates, because of economic conditions or for other reasons, our revenue and profitability could be impacted.

If demand for our products fluctuates, because of economic conditions or for other reasons, our revenue and profitability could be impacted. We incurred net losses of $2,465,439 in 2023 and $677,107 in 2022. As of December 31, 2023, we had an accumulated deficit of $9,769,723.

Removed

Our business could be materially and adversely affected by the lingering impact of the global COVID-19 pandemic or other epidemics and outbreaks. The COVID-19 pandemic had disrupted and affected our business operations, which has led to business and supply chain disruptions.

Added

These losses and our accumulated deficit reflect the substantial investments we have made to develop our products.

Removed

The lingering effects of the pandemic are likely to continue to disrupt our business and supply chain in the future.

Added

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.

Removed

Added

We may be required to indemnify our customers against liabilities arising from defects in our products or their solutions which incorporate our products. These liabilities may also include costs incurred by our customers or end users to correct the problems or replace our products.

Removed

Added

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 .

Removed

Added

Removed

Our design and engineering operations, among others, cannot all be conducted remotely and often require on-site access to materials and equipment.

Removed

The Company is dependent on the global supply chain and has experienced supply chain constraints, as well as increased costs on components and shipping resulting from the COVID-19 pandemic.

Removed

In 2022, the Company depended on one customer as a major source of the Company’s current revenues; in the future, if the Company has one or a few major customers, the loss of such customers may have a material adverse effect on the Company’s operating results.

Removed

Currently, one customer is responsible for 18.41% of the Company’s total sales for the year ended December 31, 2022. As of December 31, 2021, there were two customers that each accounted for 25.98% and 10.60% of our total revenue, respectively.

Removed

The percentage of the Company’s sales to the Company’s major customers may fluctuate from period to period, and the Company’s principal customers may also vary from year to year.

Removed

Significant reduction in sales to any of the major customers, or the loss of a major customer, could have a material adverse effect on the results of operations and financial condition. 13 Table of Contents Our market is very competitive. If we fail to compete successfully, our business and operating results will suffer.

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Our suppliers may also impose more stringent payment terms on us.

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To the extent product failures are material, they could adversely affect our business, operating results, customer relationships, reputation and prospects. We may face claims of intellectual property infringement, which could be time consuming, costly to defend or settle and result in the loss of significant rights.

Removed

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.

Removed

For example, it could: · limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements; · expose us to interest rate fluctuations for our financing that has a variable interest rate on the debt; · require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes; · limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and · place us at a competitive disadvantage compared to competitors that may have proportionately less debt and greater financial resources.

Removed

In addition, our ability to make scheduled payments or refinance our obligations depends on our successful financial and operating performance, cash flows and capital resources, which in turn depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control.

Removed

These factors include, among others: · economic and demand factors affecting our industry; · pricing pressures; · increased operating costs; · competitive conditions; and · other operating and financial difficulties If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt.

Removed

If we are required to dispose of material assets or operations to meet our debt service and other obligations, the value realized on such assets or operations will depend on market conditions and the availability of buyers. Accordingly, any such sale may not, among other things, be for a sufficient dollar amount.

Removed

Certain of our obligations are secured by a security interest in all our assets. The foregoing encumbrances may limit our ability to dispose of material assets or operations.

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We also may not be able to restructure our indebtedness on favorable economic terms, if at all. 19 Table of Contents Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

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Item 2. Properties

Properties — owned and leased real estate

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2023 filing

Biggest changeWe believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future.

Biggest changeWe believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future. On January 15, 2024, the Company entered a triple net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five years and one month.

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 during 2022.

The lease term will expire on January 31, 2025, with a monthly base rent of $24,234 for the first 12 months and increase by approximately 3% every year. As of December 31, 2022, all the facilities described above were in good operating condition, well maintained and in regular use.

The lease term will expire on January 31, 2025, with a monthly base rent of $24,234 for the first 12 months and increase by approximately 3% every year. As of December 31, 2023, all the facilities described above were in good operating condition, well maintained and in regular use.

This property is used for administrative offices and for manufacturing. 24 Table of Contents 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.

This property is used for administrative offices and for manufacturing. 25 On September 15, 2019, the Company entered a five- year lease on property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to buy the property during the first two years of the lease for $1.2 mm and then at fair market value for the remainder of the lease term.

Our wholly owned subsidiary, AmpliTech, Inc., and the Company’s divisions, Specialty Microwave and TGSS, also operate out of our principal executive office.

Our wholly owned subsidiary, AmpliTech, Inc., and the Company’s divisions, Specialty Microwave and AGTGSS, also operate out of our principal executive office.

We plan to sublease this property in 2023 while still utilizing a portion of the building for some manufacturing and storage. On December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same lease terms and conditions as previously stipulated in the lease agreement prior to the lease assumption.

On December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same lease terms and conditions as previously stipulated in the lease agreement prior to the lease assumption.

Added

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.

Added

The yearly base rent of $53,675 shall increase at a rate of 2.5% per year to begin on the first anniversary lease commencement date and each year thereafter. The first month’s rent shall be abated following the commencement lease date. Upon lease execution, the Company paid two months of rent as a security deposit and one month’s rent totaling $17,999.

Added

The Company expects to be fully operational at the new MMIC division facility May 1, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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2023 filing

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. 25 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2023 filing

Biggest changeHolders As of March 26, 2023, there were 43 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 persons or entities who held stock in nominee or street name through various brokerage firms. Dividend Policy We have never declared or paid dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future.

Any future determination to declare dividends will be subject to the discretion of our Board of Directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our Board of Directors.

We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.

Our common stock and warrants have been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbols “AMPG” and “AMPGW”, respectively, and commenced trading on the NASDAQ on February 17, 2021. All shares’ amounts have been retroactively re-stated to reflect the reverse split.

Our common stock and warrants have been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbols “AMPG” and “AMPGW”, respectively, and commenced trading on the NASDAQ on February 17, 2021. 26 Holders As of March 27, 2024, there were 44 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

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

46 edited+32 added−59 removed36 unchanged

2022 filing

2023 filing

Biggest changeThe net cash used in operating activities for the year ended December 31, 2021 was $2,199,013 resulting primarily from net loss and the operating changes in accounts receivable and other receivable, prepaid expenses, security deposits and the operating lease liability. 30 Table of Contents Investing Activities The net cash used in investing activities for the year ended December 31, 2022 was $1,079,183 for the purchase of property and equipment, marketable securities and investing in SN2N.

Biggest changeThe net cash used in investing activities for the year ended December 31, 2022 was $1,079,183 for the purchase of property and equipment, net investment in marketable securities and SN2N.

See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors. Non-GAAP Financial Measures We believe that presenting non-GAAP financial measures provides management and investors useful measures to evaluate performance and trends of the total company and its businesses.

See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors. Non-GAAP Financial Measures We believe that presenting non-GAAP financial measures provides management and investors with useful measures to evaluate the performance and trends of the total company and its businesses.

(“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. AmpliTech Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications.

(“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.

Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. None of our contracts as of December 31, 2022 contained a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments.

Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. None of our contracts as of December 31, 2023 contained a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments.

There were no indicators of impairment during the year ended December 31, 2022. Leases We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term.

There were no indicators of impairment during the year ended December 31, 2023. Leases We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term.

At December 31, 2022 and 2021, the Company had no material unrecognized tax benefits. Earnings Per Share Basic earnings per share (“EPS”) are determined by dividing the net earnings by the weighted-average number of shares of common shares outstanding during the period.

At December 31, 2023 and 2022, the Company had no material unrecognized tax benefits. Earnings Per Share Basic earnings per share (“EPS”) are determined by dividing the net earnings by the weighted-average number of shares of common shares outstanding during the period.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Allocate the transaction price to performance obligations in the contract . We typically do not have multiple performance obligations in our contracts with customers. As such, we generally recognize revenue upon transfer of the product to the customer’s control at contractually stated pricing.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Allocate the transaction price to performance obligations in the contract . We typically do not have multiple performance obligations in our contracts with customers. We recognize revenue upon transfer of the product to the customer’s control at contractually stated pricing.

The realized and unrealized gains and losses on marketable securities are determined using specific identification method. Inventories Inventories, which consists primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

The realized and unrealized gains and losses on marketable securities are determined using specific identification methods. 31 Inventories Inventories, which consists primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

Liquidity and Capital Resources Operating Activities The net cash used in operating activities for the year ended December 31, 2022 was $3,425,246 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liability.

The net cash used in operating activities for the year ended December 31, 2022 was $3,425,246 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liability.

The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks. 34 Table of Contents Revenue Recognition We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets.

The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks. 33 Revenue Recognition We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets.

Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at December 31, 2022 (see Note 10). These investments are included in other assets on the consolidated balance sheets.

Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at December 31, 2023 (see Note 9). These investments are included in other assets on the consolidated balance sheets.

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. 36 Table of Contents Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation.

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. 35 Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation.

As of December 31, 2022, there were two vendors that accounted for 44.15% and 29.29%, respectively of total component parts purchased. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments .

As of December 31, 2023 and 2022, there were two vendors that accounted for 33.14% and 17.18% and 44.15% and 29.29%, respectively, of total component parts purchased. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. 32 Table of Contents As of December 31, 2022 and 2021, the reserve for inventory obsolescence was $1,128,000 and $1,031,986, respectively. Property and Equipment Property and equipment are recorded at cost.

Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. As of December 31, 2023 and 2022, the reserve for inventory obsolescence was $1,146,000 and $1,128,000, respectively. Property and Equipment Property and equipment are recorded at cost.

However, when billed to our customers, shipping and handling charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales. Research and Development Research and development expenditures are charged to operations as incurred. The major components of research and development costs include consultants, outside service, and supplies.

Financing Activities The net cash used in financing activities for the year ended December 31, 2022 was $224,223, for the repayment of financing lease liabilities and notes payable.

Financing Activities The net cash used in financing activities for the year ended December 31, 2023 was $2,367,420, for the repayment of financing lease liabilities, notes payable and the revenue earnout. The net cash used in financing activities for the year ended December 31, 2022 was $224,223, for the repayment of financing lease liabilities and notes payable.

The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting.

Investment Policy-Cost Method Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting.

All intercompany accounts and transactions have been eliminated in consolidation. 31 Table of Contents Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented.

The revenue adjustment was determined to be an amount equal to 25% of two years net revenues minus $20,000,000. The fair value of the revenue adjustment was determined to be $2,180,826 an increase of $815,788 as previously recorded in December 31, 2021 and recorded as loss on contingent revenue earnout for the year ended December 31, 2022.

The revenue adjustment was determined to be an amount equal to 25% of two years’ net revenues minus $20,000,000. The fair value of the revenue adjustment was determined to be $2,180,826 an increase of $815,788 as previously recorded in December 31, 2021.

There were no impairments of intangible assets for the years ended December 31, 2022 and 2021. 33 Table of Contents Goodwill 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.

During the years ended December 31, 2023 and 2022, there were no impairments of long-lived assets. 32 Goodwill and Indefinite-Lived Intangible Assets We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition.

Off Balance Sheet Transactions As of December 31, 2022, we did not have any off-balance sheet arrangements. 37 Table of Contents

Off Balance Sheet Transactions As of December 31, 2023, we did not have any off-balance sheet arrangements.

Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2022, the Company’s cash and cash equivalents were deposited in four financial institutions.

Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2023, the Company’s cash and cash equivalents were deposited in five financial institutions.

Income (Loss) From Operations As a result of the above, the Company has income from operations of $149,351 and a loss from operations of $5,105,420 for the year ended December 31, 2022 and 2021, respectively. Other Income (Expenses) As part of the acquisition of Spectrum Microwave, the purchase agreement contained a revenue adjustment.

Income (Loss) From Operations As a result of the above, the Company has a loss from operations of $2,577,536 and income from operations of $150,957 for the year ended December 31, 2023 and 2022, respectively. Other Income (Expenses) As part of the acquisition of Spectrum Microwave, the purchase agreement contained a revenue adjustment.

On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies.

On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of inventory, the impairment analysis of intangible assets and goodwill, the valuation of stock-based compensation, income taxes and contingencies.

As a smaller reporting company, the guidance is effective for our fiscal years beginning after December 15, 2022. The Company does not expect the adoption of this ASU to have a material impact on the consolidated financial statements and related disclosures.

As a smaller reporting company, the guidance was effective for our fiscal years beginning after December 15, 2022. The adoption of this guidance did not have an impact on our consolidated financial statements.

The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flow expected to be generated by the asset.

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.

Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more. 27 On November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc.

Basis of Accounting The accompanying consolidated financial statements have been prepared using the accrual basis of accounting. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.

Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary. Basis of Accounting The accompanying consolidated financial statements have been prepared using the accrual basis of accounting.

As of December 31, 2022 and 2021, there were 4,235,442 and 3,818,142, respectively, potentially dilutive shares that need to be considered as common share equivalents.

As of December 31, 2023 and 2022, there were 4,545,442 and 4,235,442, respectively, potentially dilutive shares that need to be considered as common share equivalents. As a result of the net loss, the potentially dilutive shares that need to be considered as common share equivalents, for the years ended December 31, 2023 and 2022, are anti-dilutive.

Property and equipment are depreciated as follows: Description Useful Life Method Office equipment 3 to 10 years Straight-line Machinery and equipment 7 to 10 years Straight-line Computer equipment and software 1 to 7 years Straight-line Vehicles 5 years Straight-line Leasehold improvements 7 years Straight-line Long-lived assets The Company reviews its property and equipment and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Intangible assets are amortized as follows: Description Useful Life Method Trade names Indefinite N/A Customer relationships 15 to 20 years Straight-line Intellectual property 15 years Straight-line Long-Lived Assets The Company reviews the carrying value of long-lived assets such property and equipment, right-of-use (“ROU”) assets, and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages. On November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc.

MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages.

As of December 31, 2022, we had cash and cash equivalents of $13,290,222 a working capital of $20,330,766 and an accumulated deficit of $7,304,284. We intend to continue to finance our internal growth with cash on hand and cash provided from operations.

As of December 31, 2023, we had cash and cash equivalents of $6,726,013, working capital of $15,649,254 and an accumulated deficit of $9,769,723. We intend to continue to finance our internal growth with cash on hand and cash provided from operations.

TGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. TGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds. The COVID-19 pandemic had disrupted and affected our business operations, which has led to business and supply chain disruptions.

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.

AGMDC generated $138,000 of revenue during 2022. Research and development costs for the years ended December 31, 2022 and 2021 were $1,024,127 and $1,833,399, respectively. Income Taxes The Company’s deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Income Taxes The Company’s deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Therefore, management does not believe significant credit risks exist at December 31, 2022. Sales to the Company’s largest customer represented approximately 18.41% of total sales for the year ended December 31, 2022.

For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Sales to the Company’s largest customer represented approximately 8.45% of total sales for the year ended December 31, 2023. As of December 31, 2022, there were two customers that each accounted for 25.98% and 10.60% of total revenue.

Goodwill impairment As of December 31, 2022, goodwill related to the acquisition of Specialty was deemed impaired in the amount of $120,136. Research and Development Expenses Research and development expenditures are charged to operations as incurred.

The Company experienced a decrease in parent company expenses, such as accounting, legal and stock compensation. Other expenses such as sales commissions and relocation expenses have decreased as well. 28 Goodwill impairment As of December 31, 2022, goodwill related to the acquisition of Specialty was deemed impaired in the amount of $120,136.

The net cash used in investing activities for the year ended December 31, 2021 was $10,608,806. The Company paid cash for the acquisition of Spectrum Semiconductor Materials, invested $250,000 in SN2N, purchased property and equipment and sold marketable securities.

Investing Activities The net cash used in investing activities for the year ended December 31, 2023 was $725,899 for the purchase of property and equipment offset with the net investments in marketable securities.

The standard is effective for the Company’s fiscal year beginning January 1, 2023, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on the consolidated financial statements and related disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

Spectrum reported gross profit margin of 46.67% while AmpliTech gross profit margin was 44.51%. Selling, General and Administrative Expenses Selling, general and administrative expenses increased to $7,631,250 in 2022 from $4,564,658 in 2021, an increase of $3,066,592, or approximately 67.18%.

Gross profit as a percentage of sales increased to 46.69% from 46.02%. Spectrum reported a gross profit margin of 48.42% while AmpliTech’s gross profit margin was 44.19%. Selling, General and Administrative Expenses Selling, general and administrative expenses decreased to $7,511,319 in 2023 from $7,629,644 in 2022, a decrease of $118,325, or approximately 1.55%.

If we determine it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, we measure any loss from an impairment by comparing the fair value of each reporting unit to its carrying amount, including goodwill.

When assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount.

Concentration of Credit Risk Financial instruments that potentially subject the company to concentration of credit risk consist primarily of cash and accounts receivable. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2022 and 2021, the Company had $12,040,022 and $17,018,874 in excess of the FDIC insured limit, respectively.

The Company’s policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions in order to limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

Research and development costs for the years ended December 31, 2022 and 2021 were $1,024,127 and $1,833,399, respectively. Research and development expenses have decreased by $809,272, or by 44.14% as we were negotiating contracts for our ORAN compliant radio system.

Research and development costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively. Research and development expenses have increased by $1,317,718, or by 128.67%, a result of hiring additional personnel for the AGMDC division as it completes its MMIC design releases.

If we perform a quantitative assessment for a certain reporting unit, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value.

If we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired.

Removed

MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. 27 Table of Contents In August 2022, AmpliTech Group True G Speed Services (“TGSS”) division was formed to enable “true G speeds” to the industry.

Added

Results of Operations As of December 31, 2023, the Company had a working capital of $15,649,254 and an accumulated deficit of $9,769,723. The Company recorded a net loss of $2,465,439 and $677,107 for the years ended December 31, 2023 and December 31, 2022, respectively.

Removed

The lingering effects of the pandemic are likely to continue to disrupt our business and supply chain in the future.

Added

For Years Ended December 31, 2023 and December 31, 2022 Revenues Sales decreased from $19,394,492 for the year ended December 31, 2022 to $15,584,577 for the year ended December 31, 2023, a decrease of $3,809,915 or approximately 19.64%. Spectrum sales decreased by $4,328,316 or 32.0%, a decline attributable primarily due to a decrease in international sales.

Removed

Added

The effect COVID placed on the supply chain in 2021 and 2022 triggered higher demand for our integrated circuit, or IC, products. With COVID restrictions and worldwide supply chain concerns easing, the demand for IC packaging has decreased. Sales in the manufacturing and engineering divisions increased by $518,401 or 8.83%, primarily in the telecommunication applications.

Removed

Added

Cost of Goods Sold and Gross Profit Cost of goods sold decreased to $8,308,949 in 2023 from $10,469,628 in 2022, a decrease of $2,160,679 or approximately 20.64%. This decrease is directly related to the decline in sales. As a result, the gross profit was $7,275,628 for 2023 compared to $8,924,864 for 2022, a decrease of $1,649,236 or 18.48%.

Removed

Added

There were no indicators of goodwill impairment for the year ended December 31, 2023. Research and Development Expenses Research and development expenditures are charged to operations as incurred. The major components of research and development costs include employee salaries and benefits, consultants, outside service, and supplies.

Removed

Our design and engineering operations, among others, cannot all be conducted remotely and often require on-site access to materials and equipment.

Added

The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial markets.

Removed

Added

The company’s research and development costs include the launch of over 75 new products, such as passive products and the new MMIC based LNA’s, Coaxial in line low noise amplifiers as well as Coaxial in line band pass filters. In addition, research and development costs were incurred for cryogenic amplifiers for quantum computing and 5G CAT B 64T64R ORAN Radios.

Removed

Added

As such, a loss on contingent revenue earnout of $815,788 was recorded for the year ended December 31, 2022. On March 20, 2023, the revenue earnout of $2,180,826 was paid to the Seller. Due to market fluctuations, the Company recorded an unrealized gain on investments of $1,697 and $2,343 for the years ended December 31, 2023 and 2022, respectively.

Removed

Added

Interest income and interest expense, net for December 31, 2023 and 2022, were $19,281 and $13,013, respectively. Realized gain on investments, resulting from the redemption of treasury bills, was $131,522 for the year ended December 31, 2023. Loss on disposal of property and equipment was $16,403 and $1,606 for the years ended December 31, 2023 and 2022, respectively.

Removed

Added

Net Loss The Company reported a net loss of $2,465,439 and $677,107 in 2023 and 2022, respectively. 29 Liquidity and Capital Resources Operating Activities The net cash used in operating activities for the year ended December 31, 2023 was $3,470,890 resulting primarily from net loss and the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and operating lease liability.

Removed

On April 20, 2020, the Company entered into a Paycheck Protection Program Promissory Note (“PPP Note”) in the principal amount of $232,200 (“PPP Loan”) from BNB Bank (“PPP Loan Lender”).

Added

Actual results may differ from these estimates under different assumptions or conditions. 30 We cannot predict what future laws and regulations might be passed that could have a material effect on the results of operations.

Removed

The PPP Loan was obtained pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) administered by the U.S Small Business Administration (“SBA”). The PPP Loan was disbursed by the PPP Loan Lender on April 20, 2020 (the “Disbursement Date). On April 20, 2021, SBA approved the PPP loan forgiveness of $232,200.

Added

Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year’s presentation. Certain expenses were reclassed from selling, general and administrative expenses to other income/ expenses. These reclassifications have no effect on previously reported results of operations.

Removed

On February 17, 2021, AmpliTech Group Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021 as of 12:01 a.m., Eastern Time.

Added

Additionally, cash and cash equivalents maintained with investment institutions are insured by the Securities Investor Protection Corporation (“SIPC”) up to $500,000, which includes a $250,000 limit for cash. In addition, the investment institution provides additional “excess of SIPC” coverage, which insures up to $600 million. The Company has not experienced any losses to date resulting from this policy.

Removed

All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock split. In connection with the public offering, 1,371,428 units at an offering price of $7.00 per unit were sold. Each unit issued in the offering consisted of one share of common stock and one warrant.

Added

At December 31, 2023 and 2022, the Company had $3,170,500 and $12,040,022 in excess of FDIC, SIPC, and excess SIPC insured limits, respectively. The Company has not experienced any losses in such accounts. Accounts Receivable Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business.

Removed

Maxim Group LLC acted as sole book-running manager for the offering and partially exercised its overallotment option to purchase 205,714 warrants at the public offering price. The Company received gross proceeds of approximately $9.6 million, before deducting underwriting discounts and commissions and other offering expenses.

Added

These receivables are recorded at the time of sale, net of an allowance for current expected credit losses.

Removed

As of December 31, 2021, 210,700 warrants were exercised at an exercise price of $7.00 and 210,700 shares of common stock were issued.

Added

In accordance with ASC Topic 326, “ Financial Instruments – Credit Losses ,” the Company estimates expected credit losses based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward-looking information. An allowance of $ 0 has been recorded at December 31, 2023 and 2022, respectively.

Removed

Gross proceeds received were $1,474,900. 28 Table of Contents On April 15, 2021, the Company entered into definitive agreements with certain institutional investors for the sale of 2,715,000 shares of common stock in a registered direct offering priced at-the-market under NASDAQ rules.

Added

Property and equipment are depreciated as follows: Description Useful Life Method Office equipment 3 to 7 years Straight-line Machinery and equipment 7 to 10 years Straight-line Computer equipment and software 1 to 7 years Straight-line Vehicles 5 years Straight-line Leasehold improvements 7 years Straight-line Intangible Assets Definite-lived intangible assets including customer relationships and intellectual property are subject to amortization.

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Top changes in AmpliTech Group, Inc.'s 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other AMPGW 10-K year-over-year comparisons