(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 and second installment of 3,750 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 150,000 shares of common stock (50,000 each) valued at $456,000. These restricted stock awards vested immediately.

On April 20, 2026, the Company entered into a consulting agreement pursuant to which we agreed to issue 15,000 restricted stock units at an exercise price of $2.00. 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 197,800 stock options at various exercise prices ranging from $1.02 to $3.88 per share, resulting in total proceeds of $561,808, of which $533,924 was received in cash and $27,884 is recorded as a subscription receivable in the condensed consolidated balance sheet as of June 30, 2026. In addition, during the six months ended June 30, 2026, a holder exercised 25,000 stock options in excess of the holder’s vested entitlement. The excess shares were subsequently cancelled by the Company’s transfer agent, and the related exercise proceeds of $43,125 are recorded as a refund payable in the condensed consolidated balance sheet as of June 30, 2026.

On June 9, 2026, the Company 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.

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 $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).

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.

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 $113,003 received as of June 30, 2026 are reflected as rights offering subscription proceeds in escrow, with a corresponding rights offering subscription liability, in the condensed consolidated balance sheet.

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 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 June 30, 2026, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remained 5,343,425 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.

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.

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:

 Schedule of Stock Options Outstanding

Stock-based compensation expense related to stock options of $192,238 and $342,422 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 $2,017,943 and is expected to be recognized over 3.59 years. The outstanding stock options have a weighted-average remaining contractual life of 5.56 years and a total intrinsic value of $7,622,297.

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 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.

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, 1,900,500 warrants were outstanding, each exercisable for one share of the Company’s common stock at an exercise price of $8.48 per share. In accordance with the terms of the warrants, any warrants that remained unexercised as of the expiration date automatically expired and are no longer exercisable or of any value.

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:

Schedule of Warrants Outstanding

Stock-based compensation expense related to warrants of $0 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 $0. The outstanding warrants have a weighted-average remaining contractual life of 0.22 years and a total intrinsic value of $13,193,556.

Restricted Stock Units and Restricted Stock Awards

On January 5, 2026, 15,000 restricted stock units (“RSUs”) 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 and second installments of 3,750 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 150,000 shares of common stock (50,000 each) with a grant-date fair value of $3.04 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 15,000 RSUs with a grant-date fair value of $2.00 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 800,002 shares of common stock 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 vested immediately. The remaining 700,002 shares of common stock will be issued in nine equal monthly installments of 77,778 shares commencing in October 2026,subject to continued services. The aggregate grant-date fair value of the award was $5,472,014, based on the Company’s closing stock price of $6.84 per share on the grant date.

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 RSUs and RSAs outstanding for the six months ended June 30, 2026:

 Schedule of Changes in Restricted Stock Units Outstanding

Stock-based compensation expense related to RSUs and RSAs of $727,638 and $1,210,064 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 $4,802,700. The outstanding RSUs and RSAs have a weighted-average remaining contractual life of 0.94 years and an aggregate intrinsic value of $4,924,214.

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 1,682,500 stock options, 30,000 warrants, 4,498,204 Series A Rights, 4,498,204 Series B Rights, and 707,502 unvested RSUs and RSAs outstanding, representing 11,416,410 potential common shares excluded from the diluted loss per share calculation.