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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (date of earliest
event reported): August 17, 2026
| AmpliTech
Group, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| Nevada |
|
001-40069 |
|
27-4566352 |
|
(State of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
155 Plant Avenue,
Hauppauge, NY |
|
11788 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(631)-521-7831
(Registrant’s telephone
number, including area code)
Not Applicable
(Former Name or former address
if changed from last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
AMPG |
|
The Nasdaq Stock Market LLC |
| Series B Right to Purchase One Share of Common Stock |
|
AMPGZ |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 7.01. Regulation
FD Disclosure
On August
17, 2026, the Company issued a press release entitled “AmpliTech Group Provides ORAN 5G Business and Financial Outlook Following
Titan Crest Agreement Amendment, Positioned for Surging Global Open RAN Market”.
The
information in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
AMPLITECH GROUP INC. |
| |
|
|
| Date: August 17, 2026 |
By: |
/s/ Fawad Maqbool |
| |
Name: |
Fawad Maqbool |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
AmpliTech
Group Provides ORAN 5G Business and Financial Outlook Following Titan Crest Agreement Amendment, Positioned for Surging Global Open RAN
Market
Open
RAN Radio Unit Market Projected to Grow at 20.7% CAGR to Approximately $10.8 Billion by 2033; Company Highlights $17 Million Backlog,
Improving Margin Outlook and Expanding MNO Opportunities
HAUPPAUGE,
N.Y., August 17, 2026 (GLOBE NEWSWIRE), AmpliTech Group, Inc. (NASDAQ: AMPG, AMPGZ) (“AmpliTech” or the “Company”),
a designer, developer and manufacturer of advanced RF microwave components, 5G communications systems and quantum computing low-noise
amplifiers, today provided an update on Amendment No. 2 to its Asset Purchase Agreement with Titan Crest, LLC and on the next phase of
its ORAN 5G strategy.
Business
and Financial Highlights
| ● | Improved
APA economics - Aggregate purchase price reduced by $1 million, from $8 million to $7
million. |
| ● | Rights
and claims remain intact - The Company did not waive rights or claims against Titan or
its affiliate arising before the amendment. Titan’s affiliate also assumed substantially
all remaining covenants and indemnification obligations under the APA. |
| ● | Over
$17 million in 5G ORAN related shipments completed since program inception - The initial
commercial programs, including customers with major LOI’s in place, supported carrier
qualifications, certification, market entry and commercial validation of AmpliTech’s
ORAN platform. |
| ● | Future
ORAN orders expected at improved economics - Management expects future purchase orders
to carry higher margins relative to the initial market-entry program as production scales,
supply-chain efficiencies improve and product mix evolves. |
| ● | Approximately
$17 million current backlog (Open Orders) - The Company has approximately $17 million
in current order backlog. The Company continues to pursue additional commercial opportunities,
while the timing of backlog conversion remains subject to production schedules, customer
delivery requirements and other customary conditions. |
| ● | Additional
MNO opportunities currently ongoing - AmpliTech is engaged in discussions and product
evaluations with additional mobile network operators, telecommunications infrastructure providers,
systems integrators and distributors in North America and international markets. These opportunities
are at varying stages and not all may result in purchase orders. Customer names have to be
withheld due to non-disclosure agreements in place. |
| ● | Large
Tier-1 Telecom Infrastructure RFP Opportunity - AmpliTech has received and is actively
responding to a request for proposal (“RFP”) from a Tier-1 telecommunications
infrastructure equipment provider for the Company’s ORAN 5G radio products. Based on
the scope and anticipated volumes outlined in the RFP, management believes the potential
opportunity could represent tens of millions of dollars in aggregate value if awarded
in full. The RFP is currently under evaluation and does not constitute a purchase order,
contract or commitment to purchase, and there can be no assurance that AmpliTech will receive
an award or, if awarded, as to its ultimate size or timing. |
| ● | Carrier-proven
ORAN platform - The Company reports more than 2,000 radios shipped and in service with
a Tier-1 MNO, FCC and ISED Canada certifications across its portfolio, and a newly certified
AI-ready 4T8R macro radio as well as new FCC/ISED Certified small cells product portfolio. |
| ● | U.S.-based
competitive positioning - AmpliTech believes its AI-enabled, OTIC-certified O-RAN 5G
64T64R Massive MIMO radio (only one of its kind providing unique global leadership position)
and U.S.-based technology capabilities align with increasing government, defense, allied-market
and carrier emphasis on trusted and diversified telecommunications supply chains. |
| ● | Zero
long-term debt - The Company maintains zero long-term debt while supporting approximately
$17 million of current order backlog and separately pursuing additional opportunities represented
by non-binding LOIs, customer evaluations and prospective purchase orders. |
Updated
2026 Financial Outlook
| ● | 2026
Revenue Expected to Exceed FY2025; Timing of Customer Deployments Limits Near-Term Visibility.
The Company currently expects full-year 2026 revenue to exceed FY2025 revenue. Certain Asian
customers have recently shifted previously anticipated deployment schedules, affecting the
timing of shipments and revenue recognition. Importantly, the associated orders remain active
and have not been cancelled. Based on current customer schedules, the Company expects additional
shipments during the second half of 2026, although a portion may extend into 2027. |
| | |
| | Given
the timing variability associated with these customer deployments, management does not believe it is appropriate at this time to provide
a more precise full-year revenue estimate. The Company intends to update its outlook as customer deployment schedules provide greater
visibility. While the timing of large carrier and infrastructure programs can be difficult to predict, the Company’s opportunity
pipeline continues to develop, including recently received RFP activity from a Tier-1 telecommunications infrastructure equipment provider.
Because the timing and outcome of such opportunities remain uncertain, management is not including unawarded RFP opportunities in current
revenue expectations. |
| | |
| ● | Margins
expected to Improve Beginning in 2027. During its initial North American MNO program,
AmpliTech strategically accepted approximately $2 million in reduced profit to establish
its technology with a major carrier, complete commercial qualification and build a reference
deployment for future business. This market-entry strategy contributed to the lower margins
and operating losses reported during the initial program. With this phase substantially completed,
management expects future ORAN orders to carry improved economics, providing the potential
for meaningful margin and profitability expansion as production volumes increase. |
| ● | Path
to Positive EBITDA . Management currently expects the Company to achieve positive EBITDA
in Fiscal Year of 2027, based on anticipated revenue growth, improved ORAN margins and the
expected benefits of increased production scale. |
Capital
Position and Shareholder Returns
| ● | Growth
investments supported by recent financing Capital is being deployed to engineering, R&D,
supply-chain capabilities, manufacturing readiness, sales and marketing, cybersecurity, IT
infrastructure and personnel required to support larger telecommunications customers. |
| ● | Share
repurchase authorization remains part of capital allocation Consistent with its previously
announced authorization, the Company continues to intend to repurchase common shares when
the Board and management determine that market conditions, liquidity, capital requirements
and other considerations make repurchases appropriate. Timing and amounts remain subject
to applicable securities laws and capital allocation priorities. |
Positioned
in a Large and Growing Open RAN Market
| ● | Global
Open RAN TAM Grand View Research estimates the global Open RAN market at approximately
$6.5 billion in 2025, growing to approximately $45.1 billion by 2033, a projected CAGR of
approximately 26.8% from 2026 through 2033. |
| ● | Open
RAN Radio Unit TAM The segment most directly relevant to AmpliTech is estimated at approximately
$2.3 billion in 2025 and projected to reach approximately $10.8 billion by 2033, representing
approximately 20.7% CAGR. |
| ● | North
America leads the market Grand View Research estimates North America represented approximately
41% of global Open RAN market revenue in 2025. |
| ● | Commercial
validation continues The Company states that more than $6 million of follow-on orders
were announced in July, which management views as continued validation of active demand following
completion of the initial qualification program. |
Management
Perspective
“Over
the last year and a half, we have successfully entered the ORAN 5G market” said Fawad Maqbool, Founder, Chairman, President and
CEO of AmpliTech Group. “Our focus now is on converting additional MNO opportunities into purchase orders, executing efficiently
and building a higher-margin, scalable radio business. We have achieved brand name awareness, successfully deployed thousands of our
radios, further providing the company with additional MNO opportunities which are actively taking place now. Our commercial activity
continues to expand beyond our existing backlog. We are currently engaged in additional MNO evaluations and have recently received a
significant RFP from a Tier-1 telecommunications infrastructure equipment provider that, based on its contemplated scope, could represent
a substantial opportunity for AmpliTech. While there is no assurance that an RFP will result in an award, we believe being invited to
compete for programs of this scale is further evidence of the market recognition our ORAN platform has achieved. We believe the Company
has established a stronger commercial foundation for its next phase of growth.” Mr. Maqbool concluded.
Sources
Grand
View Research, Open RAN Market Size, Share & Trends Report, 2026–2033; Grand View Research, Radio Unit, Open RAN Market Outlook,
2025–2033.
About
AmpliTech Group
AmpliTech
Group, Inc. designs, develops and manufactures advanced signal-processing components for satellite, Public and Private 5G and other communications
networks, including complete 5G/6G systems and quantum computing low-noise amplifiers (LNAs), and is a global distributor of packages
and lids for integrated circuit assembly.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding future purchase orders, expected margins, prospective customer opportunities, backlog conversion, production and
revenue timing, the Company’s 2026 financial outlook, market growth, competitive positioning and potential future share repurchases.
Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially, including the timing and receipt of customer orders; production, delivery and revenue-recognition
timing; backlog delays, modifications or cancellations; the possibility that customer discussions, evaluations and LOIs do not result
in definitive orders; manufacturing and supply-chain risks; component availability and costs; competition; capital requirements; and
other risks described in the Company’s SEC filings. Third-party market projections have not been independently verified by the
Company and should not be interpreted as projections of AmpliTech’s revenue, growth rate or future market share. Any share repurchases
remain subject to market conditions, applicable legal requirements and the Company’s capital needs. The Company undertakes no obligation
to update forward-looking statements except as required by law.
Contacts
Corporate
Social Media
LinkedIn:
AmpliTech Group, Inc.
Company
Contact:
Jorge
Flores
Tel:
631-521-7831
Investors@amplitechgroup.com