(10) Stockholders’ Equity

Common Stock

On January 5, 2026, 15,000 restricted stock units at an exercise price of $3.65 were issued to a board advisor, vesting in equal quarterly installments of 3,750 shares beginning on the grant date. The first installment of 3,750 shares was issued on January 5, 2026. The restricted stock unites 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 150,000 shares of common stock (50,000 each) valued at $456,000. These restricted stock awards vested immediately.

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 $9,072,816 from 1,247,086 basic subscriptions and 1,021,118 over-subscriptions. As a result of the closing, the Company issued 2,268,204 Units, each Unit consisting of one share of common stock, one Series A Right to purchase one share of common stock at $5.00 per share (expiring July 18, 2026), and one Series B Right to purchase one share of common stock at $6.00 per share (expiring November 20, 2026).

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

Of the gross proceeds, $6,704,304 had been received in escrow during 2025 and was reflected as rights offering proceeds held in escrow with a corresponding subscription liability in the consolidated balance sheet at December 31, 2025; the remaining $2,368,512 was received during the three months ended March 31, 2026. Total cash issuance costs of $1,009,318 (consisting of placement-agent fees and other offering expenses) were incurred, of which $164,807 had been paid in 2025 and capitalized as deferred offering costs at December 31, 2025. Net proceeds from the rights offering were $8,063,498.

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 $4.00 Unit price, after deducting the fair values of the Series A Right and Series B Right as of November 6, 2025, the last trading day prior to the November 7, 2025 ex-dividend date, was below the market price of the Company’s common stock on that date. Accordingly, the weighted-average common shares outstanding for all periods presented prior to the ex-dividend date have been retroactively adjusted by a factor of 1.03 in accordance with ASC 260-10-55-14.

Registered Direct Offering

On January 27, 2026, the Company closed a registered direct offering with five institutional investors, issuing 2,230,000 Units at $4.055 per Unit, with each Unit consisting of one share of common stock, one Series A Right to purchase one share of common stock at $5.00 per share (expiring July 18, 2026), and one Series B Right to purchase one share of common stock at $6.00 per share (expiring November 20, 2026), on substantially the same terms as the Series Rights issued in the rights offering described above. The Company received gross proceeds of $9,042,650 and net proceeds of $8,323,748 after deducting cash issuance costs of $718,902, consisting of a 6.0% placement-agent fee and other offering expenses (including up to $15,000 of accountable expense reimbursement to the placement agent).

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 March 31, 2026, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remained 2,657,575 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 200,000 shares of common stock each according to the Company’s 2020 Plan. The options shall be subject to service-based vesting with twenty-five percent (25%) of the shares underlying the option vesting on the first anniversary of the date of grant and the remaining seventy-five percent (75%) vesting in thirty-six (36) equal monthly installments if the executive remains in continuous employment or service with the Company on each applicable vesting date. The Company has calculated these options estimated fair market value at $1,644,300 using the Black-Scholes model, with the following assumptions: expected term of 7.01 years, stock price of $3.04, exercise price of $3.04, volatility of 119.5%, risk-free rate of 4.01%, and no forfeiture rate.

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

On March 30, 2026, the Company granted multiple employees ten-year stock options to purchase 64,800 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 $1.76 per share. The Company has calculated these options estimate fair market value at $98,500 using the Black-Scholes model, with the following assumptions: expected term of 6.01 years, stock price of $1.76, exercise price of $1.76, volatility of 116.2%, risk-free rate of 4.07%, and no forfeiture rate.

Below is a table summarizing the changes in stock options outstanding during the three months ended March 31, 2026:

 Schedule of Stock Options Outstanding

Stock-based compensation expense related to stock options of $150,184 and $117,431 was recorded for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the remaining unrecognized compensation cost related to non-vested stock options is $2,212,686 and is expected to be recognized over 2.00 years. The outstanding stock options have a weighted-average remaining contractual life of 5.50 years and a total intrinsic value of $92,872.

Warrants and Series Rights

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 1,366,442 warrants outstanding with each warrant granting the holder the right to purchase one share of common stock at $7.00 per share.

Below is a table summarizing the changes in warrants and Series Rights outstanding during the three months ended March 31, 2026:

Schedule of Warrants Outstanding

Stock-based compensation expense related to warrants of $0 was recorded for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted-average remaining contractual life of 0.40 years and a total intrinsic value of $0.

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

Restricted Stock Units

On January 5, 2026, 15,000 restricted stock units with a grant date fair value of $3.65 per share were issued to a board advisor, vesting in equal quarterly installments of 3,750 shares beginning on the grant date. The first installment of 3,750 shares was issued on January 5, 2026. The restricted stock units were issued pursuant to the Company’s 2020 Plan.

On January 30, 2026, the Company granted restricted stock awards under the Company’s 2020 Plan to the officers of the Company for an aggregate of 150,000 shares of common stock (50,000 each) valued at $456,000. These restricted stock awards vested immediately.

Below is a table summarizing the changes in restricted stock units outstanding for the three months ended March 31, 2026:

 Schedule of Changes in Restricted Stock Units Outstanding

Stock-based compensation expense related to restricted stock units of $482,426 and $7,655 was recorded for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the remaining unrecognized compensation cost related to non-vested restricted stock units is $28,324. The outstanding restricted stock units have a weighted-average remaining contractual life of 0.52 years and an aggregate intrinsic value of $21,375 based on the Company’s closing stock price of $1.90 per share on March 31, 2026.

Common Stock Equivalents

For the three months ended March 31, 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 March 31, 2026, the Company had 1,918,800 stock options, 1,930,500 warrants, 4,498,204 Series A Rights, 4,498,204 Series B Rights, and 11,250 unvested RSUs outstanding, representing 12,856,958 potential common shares excluded from the diluted loss per share calculation.