AmpliTech Group, Inc. (AMPGZ) SEC Filings

AmpliTech Group, Inc. announced updated ORAN 5G business and financial outlook alongside Amendment No. 2 to its asset purchase agreement with Titan Crest. The amendment reduces the aggregate purchase price by $1 million, from $8 million to $7 million, while the company states its rights and claims against Titan and its affiliate remain intact and that Titan’s affiliate assumed substantially all remaining covenants and indemnification obligations.

Management highlights more than $17 million in 5G ORAN-related shipments since program inception and an approximately $17 million current backlog of open orders, with zero long-term debt. Over 2,000 radios are reported shipped and in service with a Tier-1 mobile network operator, supported by FCC and ISED Canada certifications and a newly certified AI-ready 4T8R macro radio and small-cell portfolio.

For 2026, the company currently expects full-year revenue to exceed FY2025, though it cites Asian deployment shifts that affect shipment timing and may push some revenue into 2027. Management expects margins to improve beginning in 2027 as higher-margin ORAN orders follow an initial North American program in which it accepted about $2 million in reduced profit. AmpliTech also reports a significant, but non-binding, Tier-1 infrastructure RFP that could represent tens of millions of dollars if fully awarded and cites third-party estimates that the Open RAN radio unit market could reach $10.8 billion by 2033.

AmpliTech Group, Inc. received a beneficial ownership report from three affiliated broker-dealers: G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC. Together, the reporting persons state beneficial ownership of 1,744,929 shares of AmpliTech common stock, representing 6.9% of the class, based on 25,338,799 shares outstanding as of May 11, 2026. The SIG Brokerage, LP figure includes options to buy 27,500 shares, and the Susquehanna Securities, LLC figure includes options to buy 1,683,000 shares. They report various sole and shared voting and dispositive powers over these shares, note that they may be deemed a group, and each disclaims beneficial ownership of shares held directly by the others.

AmpliTech Group, Inc. reported strong growth for the quarter ended June 30, 2026. Revenue reached $8.07 million, up 50.9% sequentially from $5.35 million, while gross profit rose 161.2% year-over-year to $2.25 million. Gross margin expanded to 27.9% from 7.8% in Q2 2025, though it was below the 48.0% achieved in Q1 2026.

Operating investment increased, with research and development expense rising to $1.37 million from $0.66 million, contributing to a wider net loss of $(3.09) million versus $(1.77) million a year earlier. As of June 30, 2026, the company reported $12.95 million in cash, cash equivalents and marketable securities, working capital of $22.93 million, total assets of $58.51 million and stockholders’ equity of $46.75 million. Management believes current resources support at least the next 12 months of operations.

Subsequently, the board authorized a $10 million stock repurchase program over 24 months, and the company closed its Series A Rights exercise, receiving approximately $21.92 million in gross proceeds and $20.12 million in net proceeds. AmpliTech also reported more than $6 million in follow-on orders in July 2026, including nearly $4 million tied to a Letter of Intent with a North American mobile network operator.

AmpliTech Group, Inc. reported Q2 2026 revenue of $8.1 million, down 26.81% from Q2 2025, and six‑month 2026 revenue of $13.4 million, down 8.24%. Despite lower sales, gross profit improved to $2.3 million in Q2 and $4.8 million for six months, with gross margin rising to 27.93% in Q2 and 35.92% year‑to‑date, driven by a more favorable product mix and the absence of lower‑margin acquired 5G product sales.

Operating expenses rose sharply as the company invested in 5G development, marketing, trade shows, consulting and stock‑based compensation, lifting SG&A to $7.8 million and R&D to $1.9 million for the first half. As a result, the net loss widened to $3.1 million in Q2 and $4.6 million for six months, and operating activities used $8.7 million of cash.

Liquidity strengthened through a rights offering and a registered direct offering that together added over $16.4 million of equity capital in the first half, ending June 30 with $8.9 million in cash and cash equivalents, $22.9 million of working capital, and $46.8 million of stockholders’ equity. Subsequent to quarter‑end, the company raised approximately $21.9 million from the exercise of Series A Rights and announced a $10 million stock repurchase program. Management continues to report material weaknesses in internal control over financial reporting and is pursuing its remediation plan.

AmpliTech Group, Inc. entered into Amendment No. 2 to its Asset Purchase Agreement with Titan Crest, LLC and an affiliate on August 6, 2026. The amendment responds to what the company describes as Titan’s and the affiliate’s substantial delinquency in delivering products, which has caused substantial delays in developing AmpliTech’s products, including documentation and drawing packages for 5G ORAN radio products.

The amendment reduces the aggregate purchase price from $8,000,000 to $7,000,000 and revises the form of payment for the remaining unpaid purchase price of $2,000,000, to be satisfied by $1,000,000 in cash and $1,000,000 in restricted common stock. The stock portion will be priced using the volume-weighted average price over the 30 trading days preceding the transfer of a fully developed 5G ORAN radio design package and its acceptance for full production by AmpliTech’s manufacturing partner. Titan is released from substantially all remaining covenants and indemnification obligations, which are assumed by the affiliate, and AmpliTech states it has not waived any rights or claims arising prior to the amendment date.

AmpliTech Group, Inc. Chief Operating Officer Jorge Luis Flores exercised 1,000 Series A Rights on July 22, 2026, converting them into 1,000 shares of common stock at $5.00 per share. These rights were originally acquired on January 14, 2026 in a Units Rights Offering, and he now directly holds 77,000 common shares with no remaining Series A Rights.

AmpliTech Group director Daniel Richard Mazziota exercised 1,000 Series A Rights at $5.00 each on July 22, 2026, acquiring 1,000 shares of Common Stock and bringing his direct holdings to 238,743 shares.

The Series A Rights were received on January 14, 2026 in a units rights offering, and any unexercised rights expired on July 18, 2026; shares from this exercise are exempt from reporting under Rule 16b-3.

Maqbool Fawad, Chief Executive Officer and a 10% owner of AmpliTech Group, Inc., exercised 500 Series A Rights at a conversion price of $5.00 into 500 shares of Common Stock on July 22, 2026. Following the exercise, his direct holdings of Common Stock increased to 2,714,364 shares, and his Series A Rights position was reduced to zero.

The Series A Rights were originally acquired on January 14, 2026 through unit subscription rights in the issuer’s Units Rights Offering, with the closing for the Series A Rights occurring on July 22, 2026. Any unexercised Series A Rights expired on July 18, 2026, and the shares acquired upon exercise are described as exempt under Rule 16b-3. The transactions are not indicated as made under a Rule 10b5-1 trading plan.

AmpliTech Group, Inc. announced that it has received subscriptions totaling approximately $21.9 million in its Series A Rights Offering, subject to final reconciliation and closing procedures. After this process, the company expects to issue approximately 4,384,163 shares of common stock. All Series A Rights were exercised or expired on July 18, 2026.

Management states that the company now has more cash on hand than ever before and no material financial debt, and plans to use net proceeds for general corporate purposes including working capital, inventory, sales and marketing, commercialization, scaling the business, and, if authorized by the board, potential share repurchases, as well as innovation and acceleration of AI RAN and Open RAN wireless opportunities. A separate Series B rights offering (AMPGZ) at a $6 subscription price remains open and is scheduled to expire on November 20, 2026, with Moody Capital Solutions, Inc. acting as dealer manager.