(11) Commitments and Contingencies

Contingent Liability – Intangible Asset Acquisition

On March 26, 2025, the Company entered into an asset purchase agreement (the “Titan APA”) to acquire intellectual property and other assets used in developing, manufacturing, marketing, and selling 5G ORAN radio products, subject to certain customer purchase order conditions. The aggregate purchase price is $8,000,000, consisting of $4,000,000 in cash and $4,000,000 in restricted shares of common stock, payable across two milestones.

Upon achievement of the First Milestone in April 2025, the Company paid $3,500,000 in cash and issued 914,635 shares of restricted common stock to Titan with a fair value of $1,710,367. Under the Titan APA, the Company agreed to pay the remaining $500,000 in cash and $2,500,000 in restricted shares of common stock will be paid upon achievement of the Second Milestone, which is expected to occur in the third quarter of 2026, and is recorded as a $3,000,000 contingent liability in the condensed consolidated balance sheets at June 30, 2026 and December 31, 2025.

Under the Titan APA, the parties have customary indemnification obligations, and Titan and its affiliate have agreed not to engage in certain competitive activities for a period of ten years following the closing.

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2026 and 2025

(Unaudited)

Legal Proceedings

From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. As of June 30, 2026, the Company was not a party to any legal proceedings the outcome of which, individually or in the aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.