AMPG 10-Q
AmpliTech Group, Inc. (AMPG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For
the quarterly period ended
or
For the transition period from ______________to ______________
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate
by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 11, 2026, the registrant had shares of common stock, par value $ per share, issued and outstanding.
AMPLITECH GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
June 30, 2026
TABLE OF CONTENTS
| PAGE | ||
| PART I - FINANCIAL INFORMATION | 5 | |
| Item 1. | Financial Statements (Unaudited) | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28 |
| Item 4. | Controls and Procedures | 28 |
| PART II - OTHER INFORMATION | 29 | |
| Item 1. | Legal Proceedings | 29 |
| Item 1A. | Risk Factors | 29 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. | Defaults Upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 29 |
| SIGNATURES | 30 | |
| 2 |
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company”, “the Company”, “AmpliTech”, “Specialty” or “SMW” “Spectrum” or “SSM”, “AmpliTech Group MMIC Design Center” or “AGMDC”, “AmpliTech Group True G Speed Services” or “AGTGSS” are the combined business of AmpliTech Group, Inc., and its consolidated subsidiary, AmpliTech, Inc., and AMPG’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center and AmpliTech Group True G Speed Services.
| 3 |
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| 4 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AmpliTech Group, Inc.
Condensed Consolidated Balance Sheets
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Rights offering subscription proceeds in escrow | ||||||||
| Accounts receivable | ||||||||
| Inventories, net | ||||||||
| Marketable securities | ||||||||
| Subscription receivable | ||||||||
| Prepaid expenses and other | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Cost method investment | ||||||||
| Long-term deposits | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Customer deposits | ||||||||
| Current portion of finance lease obligations | ||||||||
| Current portion of operating lease obligations | ||||||||
| Refund payable – cancelled stock option exercise | ||||||||
| Rights offering subscription liability | ||||||||
| Contingent liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Finance lease obligations, net of current portion | ||||||||
| Operating lease obligations, net of current portion | ||||||||
| Deferred tax liability | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, par value $, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements
| 5 |
AmpliTech Group, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest income, net | ||||||||||||||||
| Unrealized gain (loss) on investments | ( | ) | ||||||||||||||
| Realized gain on investments | ||||||||||||||||
| Total Other Income | ||||||||||||||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision For Income Taxes | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Share | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | ) | $ | ) | |||||||||
| Weighted-Average Common Shares Outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to the condensed consolidated financial statements
| 6 |
AmpliTech Group, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Three Months Ended June 30, 2026 | ||||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| Number of | Par | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||
| Shares | Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | ||||||||||||||||||
| Common stock issued upon exercise of stock options | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued upon vesting RSUs | ( | ) | ||||||||||||||||||
| Common stock issued upon exercise of stock options | ||||||||||||||||||||
| Common stock issued in rights offering | ||||||||||||||||||||
| Common stock issued in registered direct offering | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Three Months Ended June 30,2025 | ||||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| Number of | Par | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||
| Shares | Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued in purchase asset acquisition | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | ||||||||||||||||||
| Common stock issued in purchase asset acquisition | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to the condensed consolidated financial statements
| 7 |
AmpliTech Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Change in fair value of marketable securities | ( | ) | ||||||
| Inventory reserve | ( | ) | ||||||
| Operating lease costs | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other | ( | ) | ( | ) | ||||
| Long-term deposits | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Customer deposits | ( | ) | ||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash paid for intangible asset acquisition | ( | ) | ||||||
| Net investment in marketable securities | ( | ) | ||||||
| Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Net proceeds from rights offering | ||||||||
| Net proceeds from registered direct offering | ||||||||
| Proceeds from exercise of stock options, net of subscription receivable | ||||||||
| Proceeds from cancelled stock option exercise, to be refunded | ||||||||
| Repayment of finance lease obligations | ( | ) | ( | ) | ||||
| Net Cash Provided By (Used In) Financing Activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash, Cash Equivalents, and Restricted Cash | ||||||||
| Beginning of the Period | ||||||||
| End of the Period | $ | $ | ||||||
| Reconciliation to Consolidated Balance Sheets | ||||||||
Cash and cash equivalents | ||||||||
Rights offering subscription proceeds in escrow | ||||||||
Total Cash, Cash equivalents, and Restricted Cash | $ | $ | ||||||
| Supplemental disclosures | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities | ||||||||
| Common Stock issued upon vesting of RSUs | $ | $ | ||||||
| Contingent liability consideration from intangible asset acquisition | $ | $ | ||||||
| Fair value of common stock issued in intangible asset acquisition | $ | $ | ||||||
| Subscription receivable from exercise of stock options | $ | $ | ||||||
| Financed purchases of property and equipment | $ | $ | ||||||
| Reclassification of subscription liability to stockholders’ equity upon closing of rights offering | $ | $ | ||||||
| Reclassification of deferred offering costs to additional paid-in-capital upon closing of rights offering | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements
| 8 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
(1) Basis of Presentation and Other Information
The accompanying unaudited condensed consolidated financial statements of AmpliTech Group, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by U.S. GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2026. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.
| 9 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. This guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed, and the software will be used for its intended function. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.
The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.
(2) Disaggregation of Revenues
The following table presents sales disaggregated based on geographic regions and for the three and six months ended:
| Three Months Ended | Six Months Ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| AmpliTech Inc. and Specialty Microwave | ||||||||||||||
| Domestic sales | $ | $ | $ | $ | ||||||||||
| International sales | ||||||||||||||
| Total | ||||||||||||||
| Spectrum | ||||||||||||||
| Domestic sales | ||||||||||||||
| International sales | ||||||||||||||
| Total | ||||||||||||||
| Total sales | $ | $ | $ | $ | ||||||||||
| 10 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
(3) Segment Reporting
The
Company operates in
The following table presents summary information by segment for the three months ended June 30, 2026:
| Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development (1) | ||||||||||||||||
| Total assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest income, net | ||||||||||||||||
| 11 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
The following table presents summary information by segment for the six months ended June 30, 2026:
Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development (2) | ||||||||||||||||
| Total assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest income, net | ||||||||||||||||
| (1) | |
| (2) |
(4) Marketable Securities
The Company’s investments in marketable securities consist of money market funds and U.S. Treasury bills, which are stated at fair value with realized and unrealized gains and losses recognized in other income (expense). Realized and unrealized gains and losses are determined using the specific identification method.
Marketable securities as of June 30, 2026 consisted of the following:
| June 30, 2026 | ||||||||||||||||
| Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| Level 1 (1) | ||||||||||||||||
| Money market funds | $ | $ | $ | $ | (2) | |||||||||||
| U.S. Treasury bills | (2) | |||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) | The money market funds of $ |
| 12 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
(5) Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value) and are reduced by an inventory reserve for items determined to be slow-moving or obsolete. Inventories as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in progress | ||||||||
| Finished goods | ||||||||
| Finished goods in transit | ||||||||
| Total inventories | ||||||||
| Less: reserve for obsolescence | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
(6) Property and Equipment
Property and Equipment as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Lab equipment | $ | $ | ||||||
| Manufacturing equipment | ||||||||
| Automobiles | ||||||||
| Computer equipment and software | ||||||||
| Leasehold improvements | ||||||||
| Furniture and fixtures | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended June 30, 2026 and 2025 was $
Depreciation
expense for the six months ended June 30, 2026 and 2025 was $
| 13 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
(7) Intangible Assets
Intangible assets as of June 30, 2026 consisted of the following:
| Gross | ||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net Amount | Weighted Average Life | |||||||||||||
| Indefinite-lived intangibles | ||||||||||||||||
| Trade name | $ | $ | $ | Indefinite | ||||||||||||
| Total Indefinite-lived intangibles | ||||||||||||||||
| Definite-lived intangibles | ||||||||||||||||
| Intellectual property | ||||||||||||||||
| Customer relationships | ||||||||||||||||
| Licenses | ||||||||||||||||
| Total definite-lived intangibles | ||||||||||||||||
| Total intangible assets | $ | $ | $ | |||||||||||||
Amortization
expense for the three months ended June 30, 2026 and 2025 was $
Amortization
expense for the six months ended June 30, 2026 and 2025 was $
Estimated amortization expense for intangible assets for the next five years consists of the following as of June 30, 2026:
| Amount | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total estimated amortization expense | $ |
(8) Long-Term Deposits
Long-term deposits represent advance payments made by the Company in connection with the establishment of dedicated production capacity, the development of the Company’s 5G technology campus, the development of the Company’s first consumer product (an Internet of Things (“IoT”) sprayer that uses sensors, software, and internet connectivity to automate spraying for disinfecting and deodorizing applications), and security deposits associated with the Company’s facility leases. None of the production line, 5G campus, or IoT sprayer development assets are operational as of June 30, 2026. The deposits will be reclassified to property and equipment, intangible assets, or other appropriate asset categories upon completion and acceptance of the underlying assets and commencement of operations.
Long-term deposits as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Dedicated production line deposits | $ | $ | ||||||
| 5G campus development deposits | ||||||||
| IoT sprayer development deposits | ||||||||
| Security deposits | ||||||||
| Total long-term deposits | $ | $ | ||||||
During
the six months ended June 30, 2026, the Company made additional advance payments totaling $
| 14 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
(9) Leases
Operating leases and finance leases as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Operating leases | ||||||||
| Assets | ||||||||
| ROU operating lease assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of operating lease | $ | $ | ||||||
| Operating lease, net of current portion | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Finance leases | ||||||||
| Assets | ||||||||
| Property and equipment, gross | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of finance leases | $ | $ | ||||||
| Finance lease, net of current portion | ||||||||
| Total finance leases | $ | $ | ||||||
The weighted average remaining lease term and weighted average discount rate on June 30, 2026 are as follows:
June 30,
2026 | ||||
| Weighted-average remaining lease term (years) | ||||
| Operating leases | ||||
| Financing leases | ||||
| Weighted-average discount rate | ||||
| Operating leases | % | |||
| Financing leases | % | |||
As of June 30, 2026, future minimum lease payments under operating lease liabilities were as follows:
| Amount | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total operating lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total operating lease obligations | ||||
| Less current operating lease obligations | ( | ) | ||
| Long-term operating lease obligations | $ |
| 15 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
As of June 30, 2026, future minimum lease payments under finance leases were as follows:
| Amount | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total finance lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total finance lease obligations | ||||
| Less current finance lease obligations | ( | ) | ||
| Long-term finance lease obligations | $ |
(10) Stockholders’ Equity
Common Stock
On January 5, 2026, restricted stock units at an exercise price of $ were issued to a board advisor, vesting in equal quarterly installments of shares beginning on the grant date. The first and second installment of shares were issued on January 5, 2026 and April 5, 2026. The restricted stock units were granted under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”).
On
January 30, 2026, the Company granted restricted stock awards under the 2020 Plan to the officers of the Company for an aggregate of
shares of common stock ( each) valued at $
On April 20, 2026, the Company entered into a consulting agreement pursuant to which we agreed to issue restricted stock units at an exercise price of $. The restricted stock units were issued pursuant to the Company’s 2020 Plan.
During
the six months ended June 30, 2026, employees exercised a total of
stock options at various exercise prices ranging from $
to $
per share, resulting in total proceeds of $
On
June 9, 2026, the Company entered into a consulting agreement pursuant to which we agreed to issue an aggregate of shares of
common stock in installments as compensation for services pursuant to and subject to the terms of the consulting agreement. The initial
shares of common stock were issued in June 2026, and
| 16 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Rights Offering
On
January 14, 2026, the Company closed on a rights offering of transferable Unit Subscription Rights that had been distributed to eligible
holders of the Company’s common stock and certain warrant holders as of the November 10, 2025 record date. The Unit Subscription
Rights expired on January 9, 2026, and the Company received aggregate gross proceeds of $
Of
the gross proceeds, $
The Series A Rights and Series B Rights commenced trading on the Nasdaq Stock Market under the symbols “AMPGR” and “AMPGZ,” respectively, on February 3, 2026.
The Company evaluated the Unit Subscription Rights, Series A Rights, and Series B Rights as freestanding equity instruments under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Derivatives and Hedging—Contracts in an Entity’s Own Equity,” and determined that all instruments qualify for equity classification. Accordingly, the gross proceeds were recorded to stockholders’ equity.
In
connection with the Rights Offering, the Company determined that a bonus element existed under ASC 260 “Earnings Per Share,”
because the implied subscription price attributable to the common stock component of the $
During the three months ended June 30, 2026, holders
of Series A Rights exercised a portion of their Series A Rights in advance of the July 18, 2026 expiration date. Because the shares of
common stock underlying the Series A Rights are not issued until the expiration date, the related subscription proceeds of $
| 17 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Registered Direct Offering
On
January 27, 2026, the Company closed a registered direct offering with five institutional investors, issuing Units at $
per Unit, with each
Consistent with the conclusion reached in connection with the rights offering described above, the Company evaluated the common stock, the Series A Rights, and the Series B Rights as freestanding equity instruments under ASC 480 and ASC 815-40 and concluded that all instruments qualify for equity classification. Accordingly, the gross proceeds were recorded to stockholders’ equity.
2020 Equity Incentive Plan
The 2020 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards as the Board of Directors may determine.
As of June 30, 2026, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remained shares of common stock available for future issuance under the 2020 Plan.
Stock Options
On January 30, 2026, as per the terms of the employment agreements, the Company granted the officers stock options to purchase shares of common stock each according to the Company’s 2020 Plan. . The Company has calculated these options estimated fair market value at $ using the Black-Scholes model, with the following assumptions: expected term of years, stock price of $, exercise price of $, volatility of %, risk-free rate of %, and no forfeiture rate.
On March 30, 2026, the Company granted multiple employees ten-year stock options to purchase shares of common stock according to the Company’s 2020 Plan, that shall vest quarterly over a period of two years commencing on June 30, 2026. The stock options have an exercise price of $ per share. The Company has calculated these options estimate fair market value at $ using the Black-Scholes model, with the following assumptions: expected term of years, stock price of $, exercise price of $, volatility of %, risk-free rate of %, and no forfeiture rate.
| 18 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Below is a table summarizing the changes in stock options outstanding for the six months ended June 30, 2026:
| Number of | Weighted-Average | |||||||
| Options | Exercise Price | |||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
| Exercisable at June 30, 2026 | $ | |||||||
Stock-based compensation expense related to stock options of $ and $ was recorded for the three and six months ended June 30, 2026. As of June 30, 2026, the remaining unrecognized compensation cost related to non-vested stock options is $ and is expected to be recognized over years. The outstanding stock options have a weighted-average remaining contractual life of years and a total intrinsic value of $.
Warrants
On
February 19, 2026, the Company’s previously listed warrants (Nasdaq: AMPGW) expired in accordance with their original terms at
5:00 p.m. Eastern Time. Trading in the warrants ceased at the close of market on February 18, 2026, after which the warrants were removed
from listing on Nasdaq. Prior to their expiration, there were a total of
The
private placement warrants issued by the Company in April 2021 expired in accordance with their terms at 5:00 p.m. Eastern Time on April
16, 2026. Prior to expiration,
| 19 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Below is a table summarizing the changes in warrants outstanding for the six months ended June 30, 2026:
Number of Warrant and Series Rights |
Weighted- Average Exercise Price |
|||||||
| Outstanding at December 31, 2025 | (1) | $ | ||||||
| Granted | (2) | |||||||
| Forfeited or expired | ( |
(1) | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
| Exercisable at June 30, 2026 | $ | |||||||
| (1) | |
| (2) |
Stock-based compensation expense related to warrants of $ was recorded for the three and six months ended June 30, 2026. As of June 30, 2026, the remaining unrecognized compensation cost related to non-vested warrants is $. The outstanding warrants have a weighted-average remaining contractual life of years and a total intrinsic value of $.
Restricted Stock Units and Restricted Stock Awards
On January 5, 2026, restricted stock units (“RSUs”) with a grant-date fair value of $ per share were issued to a board advisor, vesting in equal quarterly installments of shares beginning on the grant date. The first and second installments of shares were issued on January 5, 2026 and April 5, 2026. These RSUs were issued pursuant to the Company’s 2020 Plan.
On January 30, 2026, the Company granted restricted stock awards (“RSAs”) to the officers of the Company for an aggregate of shares of common stock ( each) with a grant-date fair value of $ per share, which vested immediately. These RSAs were issued pursuant to the Company’s 2020 Plan.
On April 20, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue RSUs with a grant-date fair value of $ per share, which vested immediately. These RSUs were issued pursuant to the Company’s 2020 Plan.
On
June 9, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue an aggregate of
shares of common stock as compensation for services pursuant to and subject to the terms of the consulting agreement. The initial
shares of common stock were issued in June 2026 and vested immediately.
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AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Number of RSUs / RSAs | Weighted-Average Grant Date Value | |||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
Stock-based compensation expense related to RSUs and RSAs of $ and $ was recorded for the three and six months ended June 30, 2026. As of June 30, 2026, the remaining unrecognized compensation cost related to non-vested RSUs and RSAs is $. The outstanding RSUs and RSAs have a weighted-average remaining contractual life of 0 years and an aggregate intrinsic value of $.
Common Stock Equivalents
For the three and six months ended June 30, 2026, all potential common shares were excluded from the diluted loss per share calculation as their effect would be antidilutive due to the Company’s net loss position. As of June 30, 2026, the Company had stock options, warrants, Series A Rights, Series B Rights, and unvested RSUs and RSAs outstanding, representing potential common shares excluded from the diluted loss per share calculation.
(11) Commitments and Contingencies
Contingent Liability – Intangible Asset Acquisition
On
March 26, 2025, the Company entered into an asset purchase agreement (the “Titan APA”) to acquire intellectual property and
other assets used in developing, manufacturing, marketing, and selling 5G ORAN radio products, subject to certain customer purchase order
conditions. The aggregate purchase price is $
Upon
achievement of the First Milestone in April 2025, the Company paid $
Under the Titan APA, the parties have customary indemnification obligations, and Titan and its affiliate have agreed not to engage in certain competitive activities for a period of ten years following the closing.
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AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
Legal Proceedings
From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. As of June 30, 2026, the Company was not a party to any legal proceedings the outcome of which, individually or in the aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
(12) Subsequent Events
Vesting of RSU Installment
In connection with the restricted stock units issued to a board advisor in January 2026, the third installment of shares was issued on July 6, 2026. The restricted stock units were issued pursuant to the Company’s 2020 Plan.
Termination of Equity Distribution Agreement
On July 7, 2026, the Company provided notice to Maxim Group LLC (“Maxim”), as Agent, that it was terminating the Equity Distribution Agreement dated March 21, 2025, between the Company and Maxim effective immediately.
Adoption of Stock Repurchase Program
On
July 7, 2026, the Company announced that its Board of Directors has authorized a stock repurchase program under which the Company may
repurchase up to $
Closing of Series A Rights
On July 22, 2026, the Company
closed on the Series A Rights (the “Closing”), which expired on July 18, 2026. Each Series A Right entitled the holder to
purchase one share of common stock of the Company at an exercise price of $ per share. Of the
Amendment No. 2 to Titan APA
On
August 6, 2026, the Company entered into Amendment No. 2 to the Titan APA (the “Amendment”) with Titan and Titan’s
affiliate (the “Affiliate”). The Amendment was entered into as a result of Titan’s and the Affiliate’s substantial
delinquency in timely delivering products to the Company, which has caused the Company substantial delays in developing its products,
including the delivery of documentation and drawing packages for the 5G ORAN radio products.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contain forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Business Overview
AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).
AmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of Radio Frequency (“RF”) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.
Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more.
On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc. (“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA.
In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (“MMIC”) chip design center, in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages.
In August 2022, we formed our AGTGSS division to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.
On March 26, 2025, we entered into an asset purchase agreement (as amended, “Titan APA”), with Titan Crest, LLC, a Delaware limited liability company (“Titan”), and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology (“5G ORAN radio products”).
Our mission is to patent our proprietary IP and trade secrets that were used in small volume niche markets and expand our capabilities through strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity markets. We believe this will enable us to scale up our products and revenue by developing full systems and subsystems with our unique technology as a core component, which we expect will position us as a global leader in these rapidly emerging technology sectors and addresses large volume markets as well, such as cellphone handsets, laptops, server networks, and many other applications that improve everyday quality of life.
The 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. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets.
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Recent Developments
Termination of ATM Offering
On July 7, 2026, we provided notice to Maxim Group LLC (“Maxim”), as Agent, that we were terminating the Equity Distribution Agreement dated March 21, 2025, between us and Maxim effective immediately.
Adoption of Stock Repurchase Program
On July 7, 2026, we announced that our Board of Directors has authorized a stock repurchase program under which we may repurchase up to $10 million of our outstanding common stock over the next 24 months. Under the program, repurchases may be made from time to time through open market purchases, privately negotiated transactions, block trades, or other means in accordance with applicable federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also enter into a trading plan under Rule 10b5-1. The timing, manner, price, and amount of any repurchases will be determined by us at our discretion and will depend on a variety of factors, including market conditions, the trading price of our common stock, applicable legal and regulatory requirements, and other considerations. The program does not obligate us to acquire any particular number of shares, and it may be suspended, modified, or discontinued at any time without prior notice.
Closing of Series A Rights
On July 22, 2026, we closed on the Series A Rights (the “Closing”), which expired on July 18, 2026. Each Series A Right entitled the holder to purchase one share of our common stock at an exercise price of $5.00 per share. Of the 4,498,204 Series A Rights outstanding, 4,384,163 were exercised and 114,041 expired unexercised and were automatically cancelled. We received approximately $21,920,815 in gross proceeds from the exercise of the Series A Rights and issued 4,384,163 shares of common stock. Gross proceeds include $113,003 received and held in escrow as of June 30, 2026, at which date a corresponding rights offering subscription liability was recorded. Net proceeds from the Closing were approximately $20,121,994 after deducting fees and expenses of Moody Capital, as placement agent, and our other offering expenses. The Series A Rights ceased trading on Nasdaq following their expiration. The Series B Rights, exercisable at $6.00 per share, remain outstanding and continue to trade on Nasdaq under the symbol “AMPGZ” until their expiration on November 20, 2026.
Amendment No. 2 to Titan APA
On August 6, 2026, we entered into Amendment No. 2 to the Titan APA (the “Amendment”) with Titan and Titan’s affiliate (the “Affiliate”). The Amendment was entered into as a result of Titan’s and the Affiliate’s substantial delinquency in timely delivering products to us, which has caused us substantial delays in developing our products, including the delivery of documentation and drawing packages for the 5G ORAN radio products. Pursuant to the Amendment, the parties agreed, among other things, to (i) decrease the aggregate purchase price from $8,000,000 to $7,000,000 and (ii) amend the form of payment of the remaining purchase price. Subject to the transfer of the fully developed design package for the 5G ORAN radio technology (the “Transfer”) and acknowledgment by our manufacturing partner that the documentation and drawing package is suitable for full production purposes, the remaining unpaid purchase price of $2,000,000 will be paid as follows: (i) $1,000,000 in cash and (ii) $1,000,000 in our restricted common stock based on the volume-weighted average price of our common stock over the thirty (30) trading days preceding the date of the Transfer. Pursuant to the Amendment, Titan was released from substantially all of its remaining covenants and indemnification obligations under the Titan APA, and the Affiliate assumed such obligations. We did not waive any rights or claims we may have against Titan or the Affiliate arising prior to the date of the Amendment.
Corporate Information
Our principal executive offices are located at 155 Plant Avenue, Hauppauge, NY 11788. Our telephone number is (631) 521-7831. Our corporate website is www.amplitechinc.com. The information on our website is not a part of or incorporated in this report.
Results of Operations
For the Three Months Ended June 30, 2026 and June 30, 2025
Revenues
Sales decreased from $11,025,927 for the three months ended June 30, 2025, to $8,070,379 for the three months ended June 30, 2026, a decrease of $2,955,548 or approximately 26.81%. Distribution sales increased to $4,061,722 from $1,707,471 in the same period in the prior year, representing a significant year-over-year increase of $2,354,251. The growth was primarily attributable to higher sales volumes through distribution channels and continued expansion of the distribution business. The year-over-year decrease in 5G sales is primarily attributable to the acquired revenue recognized in the same period in the prior year related to the fulfillment of sales orders obtained through the Titan asset acquisition. Sales in the amplifier and related passive microwave components and subsystems division increased by $328,260 or 42.68%.
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Cost of Goods Sold and Gross Profit
Cost of goods sold decreased from $10,163,048 for the three months ended June 30, 2025, to $5,816,367 for the three months ended June 30, 2026, a decrease of $4,346,681 or 42.77%. Cost of goods sold decreased compared to the same period in the prior year primarily due to lower sales volumes. The same period in the prior year included the fulfillment of acquired 5G product sales resulting from the asset acquisition, which increased both sales and the related cost of goods sold. Gross profit for the three months ended June 30, 2025 was $862,879 compared to $2,254,012 for the three months ended June 30, 2026, an increase of $1,391,133, or 161.22 %. Gross profit as a percentage of sales increased to 27.93% from 7.83%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $4,075,527 for the three months ended June 30, 2026, from $2,129,143 for the three months ended June 30, 2025, an increase of $1,946,384, or approximately 91.42%. The increase was primarily attributable to higher parent company expenses, including increased amortization expense, legal fees and stock-based compensation. Selling, general and administrative expenses also increased as a result of greater investments in marketing and business development activities, including participation in additional industry trade shows such as the IMS and Network X trade shows, as well as expanded promotional initiatives designed to enhance brand awareness, strengthen customer engagement, and support business growth. The increase also reflects the engagement of two consultants to expand marketing and business development efforts for the Company’s 5G product portfolio.
Research and Development Expenses
Research and development expenditures are charged to operations as incurred. The major components of research and development costs include salaries and benefits, consultants, outside service, and supplies.
Research and development expenses increased to $1,374,405 for the three months ended June 30, 2026, from $658,795 for the three months ended June 30, 2025, an increase of $715,610, or approximately 108.62%. The increase was primarily attributable to expanded 5G product development activities, including higher prototype and testing costs, as well as increased consulting expenses to support ongoing product innovation and development efforts.
Loss From Operations
As a result of the above, the Company reported a loss from operations of $3,195,920 and $1,925,059 for the three months ended June 30, 2026, and 2025, respectively.
Other Income (Expenses)
Other income consists of $88,222 of realized gain on foreign currency exchange rates for the three months ended June 30, 2025.
Due to market fluctuations, the Company recorded an unrealized loss on investments of $13,363 for the three months ended June 30, 2026 and $62,499 and $36,019 of realized gains on investments for the three months ended June 30, 2026 and 2025, respectively.
The Company recorded interest income, net of $58,272 and $29,193 for the three months ended June 30, 2026 and 2025, respectively.
Net Loss
The Company reported a net loss of $3,088,512 and $1,771,625 for the three months ended June 30, 2026 and 2025, respectively.
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For the Six Months Ended June 30, 2026 and June 30, 2025
Revenues
Sales decreased to $13,419,825 for the six months ended June 30, 2026, from $14,625,026 for the six months ended June 30, 2025, a decrease of $1,205,201, or approximately 8.24%. The decrease was primarily attributable to lower 5G product sales, as the same period in the prior year included revenue generated from the Titan asset acquisition, which contributed to incremental sales that did not recur in the current period, offset by the increase in Spectrum sales.
Cost of Goods Sold and Gross Profit
Cost of goods sold decreased to $8,598,947 for the six months ended June 30, 2026, from $12,574,277 for the six months ended June 30, 2025, a decrease of $3,975,330, or approximately 31.61%. The decrease was primarily attributable to lower sales volumes. The same period in the prior year included the fulfillment of acquired 5G product sales resulting from the asset acquisition, which increased both sales and the related cost of goods sold. Gross profit increased to $4,820,878 for the six months ended June 30, 2026, from $2,050,749 for the six months ended June 30, 2025, an increase of $2,770,129, or approximately 135.08%. Gross profit as a percentage of sales increased to approximately 35.92% for the six months ended June 30, 2026, from approximately 14.02% for the comparable same period in the prior year. The improvement in gross margin was primarily attributable to a more favorable product mix and the absence of the lower-margin acquired 5G product sales that were included in the same period in the prior year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $7,758,455 for the six months ended June 30, 2026, from $4,467,358 for the six months ended June 30, 2025, an increase of $3,291,097, or approximately 73.67%. The increase was primarily attributable to higher parent company expenses, including increased amortization expense, legal fees and stock-based compensation. Selling, general and administrative expenses also increased due to greater investments in marketing and business development activities, including participation in additional industry trade shows such as IMS, MWC and Network X trade shows, expanded promotional initiatives to enhance brand awareness and customer engagement, and the engagement of two consultants to support the marketing and business development of the Company’s 5G product portfolio.
Research and Development Expenses
Research and development expenditures are charged to operations as incurred. The major components of research and development costs include salaries and benefits, consultants, outside service, and supplies.
Research and development costs for the six months ended June 30, 2026, and 2025, were $1,877,451 and $1,398,468, respectively, an increase of $478,983, or 34.25%. The increase was primarily attributable to continued investment in 5G product development, including higher prototype and testing costs and increased consulting expenses to support ongoing research, product innovation, and development activities.
Loss From Operations
As a result of the above, the Company reported a loss from operations of $4,815,028 and $3,815,077 for the six months ended June 30, 2026, and 2025, respectively.
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Other Income (Expenses)
Other income consists of $88,222 of realized gain on foreign currency exchange rates for the six months ended June 30, 2025.
Due to market fluctuations, the Company recorded an unrealized gain on investments of $24,601 for the six months ended June 30, 2026 and $62,499 and $36,019 of realized gains on investments for the six months ended June 30, 2026 and 2025, respectively.
The Company recorded interest income, net of $117,709 and $78,690 for the six months ended June 30, 2026 and 2025, respectively.
Net Loss
The Company reported a net loss of $4,610,219 and $3,612,146 for the six months ended June 30, 2026 and 2025, respectively.
Cash Flow
Operating Activities
The net cash used in operating activities for the six months ended June 30, 2026, was $8,678,386 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, long-term deposits, accounts payable and accrued expenses and operating lease obligations and customer deposits.
The net cash used in operating activities for the six months ended June 30, 2025, was $4,260,237 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, long-term deposits, accounts payable and accrued expenses and operating lease obligations and customer deposits.
Investing Activities
The net cash used in investing activities for the six months ended June 30, 2026, was $4,530,283 representing the net investment in marketable securities and the purchase of property and equipment.
The net cash used in investing activities for the six months ended June 30, 2025, was $3,987,492 for the purchase of property and equipment and the Titan Asset Acquisition.
Financing Activities
The net cash provided by financing activities for the six months ended June 30, 2026, was $10,529,115 resulting primarily from the net proceeds received from the rights offering, the registered direct offering and proceeds received from the exercise of stock options.
The net cash used in financing activities for the six months ended June 30, 2025, was $10,500 resulting primarily from the repayments of financing lease obligations.
As of June 30, 2026, we had cash and cash equivalents of $8,892,838, rights offering subscription proceeds in escrow of $113,003, working capital of $22,932,180 and an accumulated deficit of $32,629,501.
As of December 31, 2025, we had cash and cash equivalents of $4,981,091, rights offering subscription proceeds in escrow of $6,704,304, working capital of $10,157,641 and an accumulated deficit of $28,019,282.
Operating Capital and Capital Expenditure Requirements
As of June 30, 2026, we had cash and cash equivalents of $8,892,838. Based on our existing cash and cash equivalents, our working capital, our current and forecasted level of operations, and our forecasted cash flows, we believe that we will be able to meet our obligations and pay our liabilities arising from normal business operations when they come due and to provide for our capital requirements for the next 12 months.
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Critical Accounting Policies, Estimates and Assumptions
The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgment and estimates.
The discussion and analysis of our financial condition and results of operations is based upon financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three month period ended June 30, 2026, to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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.
Off Balance Sheet Transactions
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required to provide the information required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As a result of this evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the condensed consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Management has evaluated the effectiveness of our internal control over financial reporting based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this evaluation, management has concluded that, as of June 30, 2026 our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting due to previously identified material weaknesses resulting from lack of written documentation of our internal controls and procedures, having ineffective internal controls related to our information technology general controls and lack of personnel resources to ensure adequate segregation of duties, as disclosed in the Form 10-K for the fiscal year ended December 31, 2025 (“Form 10-K”).
We continue to focus on our remediation plan disclosed in our Form 10-K.
In addition, we will continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weaknesses. We believe that our remediation plan will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
Changes in Internal Control over Financial Reporting
Except for the foregoing, there were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best of our knowledge, there are no pending legal proceedings to which we are a party or of which any of our property is the subject.
Item 1A. Risk Factors.
Carefully consider the risks set forth in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 before making an investment decision. You should read the section captioned “Cautionary Statement Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On April 2026, we issued an aggregate of 7,510 shares of our common stock to a board advisor for his services.
On June 9, 2026, we entered into a consulting agreement pursuant to which we agreed to issue an aggregate of 800,002 shares of common stock in installments as compensation for services pursuant to and subject to the terms of the consulting agreement. The initial 100,000 shares of common stock were issued in June 2026, and the remaining balance of 700,002 shares of common stock will be issued in monthly installments of 77,778 commencing in October 2026 for continued services.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits
| Exhibit No. | Description | |
| 31.1* | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer | |
| 31.2* | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer | |
| 32.1* | Section 1350 Certification of Principal Executive Officer | |
| 32.2* | Section 1350 Certification of Principal Financial Officer | |
| 101. INS | XBRL Instance Document | |
| 101. SCH | XBRL Taxonomy Extension Schema Document | |
| 101. CAL | XBRL Taxonomy Extension Calculation Link base Document | |
| 101. DEF | XBRL Taxonomy Extension Definition Link base Document | |
| 101. LAB | XBRL Taxonomy Extension Label Link base Document | |
| 101. PRE | XBRL Taxonomy Extension Presentation Link base Document |
* Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AmpliTech Group, Inc. | ||
| Date: August 13, 2026 | By: | /s/ Fawad Maqbool |
| Fawad Maqbool | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 13, 2026 | By: | /s/ Louisa Sanfratello |
| Louisa Sanfratello | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
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