AmpliTech Group, Inc.

AmpliTech Group, Inc. operates in the high-power RF semiconductors industry, characterized by high demand for complex, next-generation wireless signal processing applications, mass adoption of internet and web-based applications, and the ability to combine analog and digital signal processing into more integrated RF solutions. The industry also features widespread application of low-cost, high-performance wireless networks and the emergence of 5G/6G, Wi-Fi 6e, satellite, and advanced wireless network infrastructure rollouts. The company believes there is a growing opportunity for advanced RF subsystems, modules, and components, driven by demand for precise, high-speed signal conditioning interfaces and the convergence of computing, communications, and consumer electronics with state-of-the-art signal processing capability with less power consumption. The company's target markets include high-speed terrestrial and satellite terminals, 5G/Wi-Fi6E and 6G wireless infrastructure, IoT, cloud farms, quantum supercomputers, deep space astronomy, autonomous self-driving vehicles, telemedicine, AR/VR, drones, UAVs, and cybersecurity, as well as military/defense ECM/EW.

The company generates revenue by designing, engineering, and assembling microwave component-based amplifiers that meet individual customer specifications, offering non-recurring engineering services, and distributing integrated circuit (IC) packaging and lids. Its primary customer segments include global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets, with both domestic and international customers in industries such as aerospace, governmental, defense, and commercial satellite. The company also serves mobile network operators, private network providers, systems integrators, OEMs, government and defense-related organizations, research and academic institutions, and commercial enterprises seeking advanced RF, microwave, semiconductor, and Open RAN 5G solutions.

The core AmpliTech Inc. division offers connectorized RF amplifiers and related subsystems, operating at frequencies from 50kHz to 44GHz, including low noise amplifiers (LNAs), medium power amplifiers, cryogenic amplifiers, low noise block-down converters (LNBs), and custom assembly designs for aerospace, governmental, defense, and commercial satellite markets. The AGMDC division, a monolithic microwave integrated circuits (MMIC) chip design center in Texas, has transferred proprietary technology into MMICs, offering LNA’s, power amplifiers, filters, attenuators, and thru lines in chip form, and provides custom design projects. Over 125 new MMIC chip technology products have been released since AGMDC’s inception. The Specialty Microwave division designs and manufactures passive microwave components and related subsystems for satellite communication ground networks. The SSM division is a globally authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements. The AGTGSS division is actively developing and manufacturing Open Radio Units for Sub 6GHz, supporting 3.4-4.0 GHz and 2.496-2.69 GHz, with 192 Active Phased Array Elements, and is Digital Beam Forming Compliant With O-RAN/Keysight O-DU, certified as meeting all ORAN KPI requirements. This product uses proprietary technology from existing core LNA products and MMICs. The company also owns intellectual property for several O-RAN 5G radios, including 4T4R, 8T8R, 32T32R, and 64T64R configurations.

For the fiscal year ended December 31, 2025, total revenue increased to $25,195,930 ¹ from $9,508,372 ² in 2024, representing an increase of approximately 164.99% ³. Cost of goods sold increased to $19,165,917 ⁴ in 2025 from $6,023,265 ⁵ in 2024, an increase of approximately 218.20% ⁶. Gross profit was $6,030,013 ⁷ for 2025, up from $3,485,107 ⁸ in 2024, an increase of 73.02% ⁹. However, gross profit as a percentage of sales decreased to 23.93% ¹⁰ from 36.65% ¹¹. Selling, general and administrative expenses increased to $10,662,741 ¹² in 2025 from $7,856,471 ¹³ in 2024, an increase of approximately 35.72% ¹⁴. Research and development costs for 2025 were $2,687,176 ¹⁵, down from $3,590,695 ¹⁶ in 2024, a decrease of 25.16% ¹⁷. The company reported a net loss of $7,007,155 ¹⁸ in 2025, an improvement from a net loss of $11,242,404 ¹⁹ in 2024. Basic and diluted EPS for 2025 was $(0.33) ²⁰, compared to $(1.04) ²¹ in 2024. As of December 31, 2025, cash and cash equivalents were $4,981,091 ²², with rights offering subscription proceeds in escrow of $6,704,304 ²³. Total assets were $51,479,179 ²⁴, and total liabilities were $18,616,618 ²⁵. The company had an accumulated deficit of $28,019,282 ²⁶ as of December 31, 2025. Net cash used in operating activities for 2025 was $8,683,707 ²⁷, net cash used in investing activities was $5,755,710 ²⁸, and net cash provided by financing activities was $6,808,828 ²⁹.

The significant increase in revenue in 2025 was primarily driven by an asset acquisition in April 2025, which added a new revenue stream in 5G infrastructure products. A major telecommunications provider, new to the company after the acquisition, accounted for 42.86% ³⁰ of total revenues in 2025, or $10,797,628 ³¹. In contrast, the largest customer in 2024, through the Spectrum division, represented approximately 13.97% ³² of revenue, with sales decreasing from $1,327,942 ³³ in 2024 to $830,521 ³⁴ in 2025. The lower gross margin percentage in 2025 is attributed to the 5G radio product line, which represented approximately 47.67% ³⁵ of total 2025 revenues and carried a lower gross margin profile due to fulfillment through an existing contract manufacturer under a transitional model. Organic growth was also observed across core product lines, including LNAs, LNBs, and legacy 5G products, along with a rebound in Asian markets for the Spectrum division. Research and development expenses decreased due to the completion of the massive MIMO 64T64R Oran Cat B radio network.

During the reported period, the company entered into an asset purchase agreement with Titan Crest, LLC on March 26, 2025, to acquire intellectual property for 5G ORAN radio products for an aggregate purchase price of $8,000,000 ³⁶, consisting of $4,000,000 ³⁷ in cash and $4,000,000 ³⁸ in restricted shares of common stock. An initial $3,500,000 ³⁹ in cash and $1,500,000 ⁴⁰ in restricted common stock were issued on April 24, 2025. The remaining $500,000 ⁴¹ in cash and $2,500,000 ⁴² in restricted common stock are contingent upon the transfer of 5G ORAN radio products’ technology and intellectual property rights, expected in Q2 2026. The company also entered into an equity distribution agreement for an At-the-Market Offering of up to $25 million ⁴³ in common stock, though it was not utilized as of December 31, 2025. A revolving line of credit for up to $750,000 ⁴⁴ was established with Dime Community Bank on March 25, 2025, with no outstanding balance as of December 31, 2025. An amendment to the 2020 Equity Incentive Plan was approved on October 1, 2025, increasing shares available by 2,800,000 ⁴⁵. A rights offering commenced in October 2025, which closed on January 14, 2026, generating approximately $9,072,816 ⁴⁶ from the exercise of Unit Subscription Rights, with net proceeds of approximately $8,103,909 ⁴⁷. A non-binding letter of intent for $78 million ⁴⁸ of Oran radios was signed on March 20, 2025, with approximately $5 million ⁴⁹ in funded purchase orders received and shipping in late December 2025, anticipated to be completed by Q2 2026.

Management expects the gross margin profile of the 5G product line to improve materially as per-unit costs are reduced, following the transition of 5G radio fulfillment to its own dedicated production line, which became operational in 2026. This improvement, combined with the continued contribution of higher-margin LNA/LNB product lines and economies of scale from increasing 5G volumes, is anticipated to lead to an improvement in the blended consolidated gross margin in 2026 and beyond.

The company's research and development initiative to expand its product line of low noise amplifiers to include new 5G and wireless infrastructure products, cryogenic amplifiers, and MMIC designs is progressing significantly. 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. The Massive MIMO, 64T64R ORAN, CAT B Radio Network is expected to become the company's flagship product, offering 16 Layers DL/ 8 Layers UL, CSI-RS and SRS beamforming capabilities, and beam steering technology, providing true 5G speeds with improved signal strength, enhanced coverage, and increased user capacity, adhering to ORAN specifications.

The company's mission is to patent its proprietary IP and trade secrets, which were previously used in small volume niche markets, and expand capabilities through strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity markets. This strategy is expected to enable the company to scale up products and revenue by developing full systems and subsystems with its unique technology as a core component, positioning it as a global leader in these rapidly emerging technology sectors and addressing large volume markets such as cellphone handsets, laptops, server networks, and other applications.

The Second Milestone of the Titan APA, involving the transfer of 5G ORAN radio products’ technology and intellectual property rights, is expected to be achieved towards the second quarter of 2026, which will result in the issuance of the remaining $500,000 ⁵⁰ in cash and $2,500,000 ⁵¹ in restricted shares of common stock. The company has received approximately $5 million ⁵² in funded purchase orders for its Oran radios, which began shipping in late December 2025 and are anticipated to be completed within Q2 of 2026, with expectations for additional follow-up orders into 2027.

The company intends to continue to finance its internal growth with cash on hand and cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. Management believes that its cash provided from operations and cash on hand as of the date of this Report will provide enough working capital to fund operations for the next twelve months. The company's Amended and Restated 2020 Equity Incentive Plan has 3,487,375 ⁵³ shares of common stock available for future issuance as of December 31, 2025.

The company is actively seeking to diversify its customer base to reduce reliance on its largest customer, which accounted for approximately 42.86% ⁵⁴ of total sales in 2025. Management is focused on expanding relationships in the 5G infrastructure, satellite communications, and quantum computing markets.

The company faces significant risks including revenue, earnings, margins, and other operating results fluctuating significantly due to economic conditions and other factors, as evidenced by net losses of $7,007,155 ⁵⁵ and $11,242,404 ⁵⁶ in 2025 and 2024, respectively, and an accumulated deficit of $28,019,282 ⁵⁷ as of December 31, 2025. There is no assurance that the Second Milestone of the Titan Asset Purchase Agreement will be achieved by Q2 2026, or that the acquisition will materialize into expected purchase orders and generate financial and strategic benefits, as purchase orders are subject to cancellation, modification, or delays. The non-binding letter of intent for $78 million ⁵⁸ of Oran radios may not result in definitive purchase orders or expected revenues, with only approximately $5 million ⁵⁹ in funded purchase orders received as of March 23, 2026. Significant dependence on a single customer, which accounted for approximately 42.86% ⁶⁰ of total sales in 2025, poses a risk, as the loss of this customer or a significant reduction in orders could materially and adversely affect the business. Supply chain constraints, including semiconductor shortages and increased costs of components and freight, may slow production, delay revenue recognition, and negatively impact gross margins, especially if the company is unable to mitigate inflationary pressures through price increases. The market is highly competitive, with established and emerging players, and failure to compete successfully on technology, cost, and design flexibility could harm business and operating results. Global economic uncertainty, political instability, changes in international trade relationships, and conflicts, such as those in the Middle East or between Russia and Ukraine, could make it difficult to access financing, disrupt global trade patterns, and increase costs due to tariffs. Changes in product mix could cause overall gross margin to decline, as the 5G radio product line carries a lower gross margin profile. Defects, errors, or interoperability issues with products could damage reputation, result in significant costs, and impair future sales. The company may face costly intellectual property infringement claims and may incur substantial costs enforcing or acquiring intellectual property rights. Failure to obtain patent protection or maintain confidentiality of trade secrets could lead to increased competition and lower revenues. Inaccuracies in estimates of customer demand and product mix could negatively affect inventory levels, sales, and operating results. The departure of key executive management, particularly Fawad Maqbool, or the inability to attract and retain qualified personnel, especially design and technical staff, could adversely affect business strategy execution. Material weaknesses in internal accounting control over financial reporting, including lack of segregation of duties and ineffective control over financial statement disclosure, could result in material misstatements and negatively impact the stock price. The need to raise additional capital, which may not be available on favorable terms, could cause dilution to common stock holders or restrict operations. Breaches of network or information technology security, natural disasters, or terrorist attacks could disrupt systems and operations and compromise sensitive information. Unfavorable outcomes in future litigation or administrative actions could negatively impact financial results. Non-compliance with, or changes in, the legal and regulatory environment in operating countries could increase costs or reduce net operating revenues. Acquisitions may lead to additional risks such as integration difficulties, diversion of management's attention, adverse effects on existing business relationships, and differing margin structures.

Management's message to shareholders emphasizes a strategic pivot towards high-growth technology sectors, driven by recent acquisitions and ongoing research and development initiatives. The company is focused on expanding its product line to include new 5G and wireless infrastructure products, cryogenic amplifiers, and MMIC designs, with the Massive MIMO, 64T64R ORAN, CAT B Radio Network expected to become a flagship product. Management explicitly stated that the transition of 5G radio fulfillment to its own dedicated production line, operational in 2026, is expected to materially improve the gross margin profile of the 5G product line, leading to an improved blended consolidated gross margin in 2026 and beyond. Strategic priorities include patenting proprietary IP and trade secrets, expanding capabilities through strategic partnerships, joint ventures, mergers/acquisitions in 5G/6G, quantum computing, and cybersecurity markets to scale products and revenue, and developing full systems and subsystems with unique technology as a core component. Management also highlighted the receipt of approximately $5 million ⁶¹ in funded purchase orders for Oran radios, which began shipping in late December 2025 and are anticipated to be completed within Q2 of 2026, with expectations for additional follow-up orders into 2027. The company intends to finance internal growth with cash on hand and cash from operations, borrowings, or equity offerings, believing current liquidity is sufficient for the next twelve months.