AMPG 10-K & 10-Q changes, risk factors and insider trading

An investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements, before making a decision to invest in our common stock.stock or Series Rights. If any of the following events occur, our business, financial condition and operating results may be materially and adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

If demand for our products fluctuates, because of economic conditions or for other reasons, our revenue and profitability could be impacted. We incurred net losses of $7,007,155 and $11,242,404 in 2024fiscal year ended December 31, 2025 and $2,465,4392024, in 2023.respectively. As of December 31, 2024, 2025, we had an accumulated deficit of $21,012,127. $28,019,282. These losses and our accumulated deficit reflect the substantial investments we have made to develop our products. Our future operating results will depend on many factors affecting our new market segments, including the following, many of which are out of our control: the continued market acceptance of our current and new products for 5G, cryogenic quantum computing, internet of things (IoT) and MMICs. Although hard to predict under the current global environment, we believe our core LNA product line, as well as Spectrum Semiconductor Material and 5G product lines will continue to be in demand and generate top line revenue and cash flow to sustain ongoing activities.

There is no assurance that the Second Milestone of Asset Purchase Agreement will closebe achieved or that even if we close we will realize the anticipated benefits.

On March 26, 2025, the Company entered into the AssetTitan PurchaseAPA. Agreement.Although Theit closingis currently anticipated that the Second Milestone will be achieved by the second quarter of the2026, Asset Purchase Agreementthere is subjectno toassurance that the occurrenceSecond ofMilestone certain closing conditions, which include actions towill be taken by a certain third-party customer.achieved. There can be no guarantees that the closing conditions will be met satisfied. Even if the transactions contemplated by the AssetTitan PurchaseAPA Agreementwill isbe completed,completed and that the acquisition of the assets may notwill materialize into purchase orders and new customers and generate the financial and strategic benefits we expected. In addition, purchase orders are subject to cancellation, modification or delays, which could negatively impact on our revenues and return on investment. In addition, we may face operational challenges and unforeseen liabilities that may negatively impact our business.

We have entered into non-binding letter of intent for purchase orders and there is no assurance that we will enter into definitive purchase orders or generate revenues as expected.

On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. There is no assurance that the letter of intent will result in a series of definitive purchase orders or generate any revenues as expected. Even if we enter into definitive purchase orders, they are subject to delay, modification or cancellation, which may adversely affect our revenue and financial performance. As of March 16, 2026, the Company has received a total of approximately US$5M in funded purchase orders from our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders.

The Company is dependent on the global supply chain and hasmay in the past experiencedexperience supply chain constraints, as well as increased costs on components and shipping.

The Company hasmay experiencedexperience supply chain constraints which havemay slowedslow down production whichand may negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients. These supply constraints include, but are not limited to, semiconductor shortages as well as shortages of certain commodities. Extended lead times on certain parts as well as a lack of immediate availability may delay our ability to deploy ASRs, and consequently, may delay our ability to recognize revenue. In addition, the Company has also faced increased costs of components and freight. Further, current or future governmental policies may increase the risk of inflation and tariffs, which could further increase the costs of raw materials and components for our business. Similarly, if the costs of goods continue to increase, our suppliers may seek price increases from us. If we are unable to mitigate the impact of supply chain constraints and inflationary pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted. Even if we can raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brand, reputation, and sales. If our competitors substantially lower their prices, we may lose customers and mark down prices. Our profitability may be impacted by lower prices, which may negatively impact gross margins. Even though we are working to alleviate supply chain constraints through various measures, we are unable to predict the impact of these constraints on the timing of revenue and operating costs of our business in the near future. Raw material supply shortages and supply chain constraints, including tariffs and cost inflation, may impact and could continue to negatively impact our ability to meet increased demand, which in turn could impact on our net sales revenues and market share.

Economic conditions, market and political instability, changes in trade agreements and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could adversely affect global markets and transactions and may adversely affect our customers and suppliers. Any adverse financial or economic impact toon our customers may impact their ability to pay in a timely manner or result in their inability to pay. It may also impact their ability to fund future purchases or increase the sales cycles which could lead to a reduction in revenue and accounts receivable. Our suppliers may increase their prices or may be unable to supply the necessary raw materials on a timely basis which could result in our inability to meet customers’ demand or affect our gross margins. Our suppliers may also impose more stringent payment terms on us. The timing and nature of any recovery from the effects of adverse economic conditions or market and political instability on credit and financial markets is uncertain, and there can be no assurance that market conditions will improve in the near future or that our results will not be materially and adversely affected.

Our gross margin is dependent on product mix. A shift in sales mix away frombetween our higher margin products could adversely affect our gross margins, margins, and there can be no assurance that we will be able to maintain our historical gross margins. In addition, as our product mix becomes becomes more customer specific and diversified, our cost of manufacturing has increased. If revenue from LNAs and customer-specific products continues to grow relative to our other products and services, our company-wide gross margin will likely decline. Additionally, increased competition and the existence of product alternatives, weaker than expected demand and other factors may lead to further price erosion, lower revenue and lower margins for us in the future, adversely affecting our operating results and financial condition.

Our products must meet exact technical and quality specifications. Defects, errors in or interoperability issues with our products or the failure of our products to operate as expected could affect our reputation, result in significant costs tofor us and impair our ability to sell our products.

Our products may contain defects or errors or not operate as expected, which could materially and adversely affect our reputation, result in significant costs to us and impair our ability to sell our products in the future. Our customers have demanding specifications for quality, performance and reliability that our tag and reader products must meet. Our products are highly technical and designed to be deployed in large and complex systems, networks and other settings under a wide variety of conditions. Customers and end users may discover errors, defects or incompatibilitiesincompatibility in our products only after they have been fully deployed. In addition, users of our products may experience experience compatibility or interoperability issues between our products and their enterprise software systems or networks, or between our products and other amplifying products they use.

We may face claims of intellectual property infringement, which could be time consuming,time-consuming, costly to defend or settle and result in the loss of significant rights.

Our industry is characterized by companies that hold large numbers of patents and other intellectual property rightsrights, and which may vigorously pursue, protect and enforce their intellectual property rights. We may in the future be required to license patents and other intellectual property rights to technologies that are important to our business, which may be costly or prohibitively expensive to our business operations. We may also receive assertions against us, our customers or distributor, claiming that we infringe patent or other intellectual property rights. Claims that our products, processes, technology or other aspects of our business infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel. If we decline to accept an offer, the offering party may allege that we infringe such patents, which could result in litigation.

In addition, many of our customer agreements require us to indemnify and defend our customers from third-party infringement claims and pay damages in the case of adverse rulings. Moreover, we may not know whether we are infringing a third party’s rights, due to the large number of patents related to amplifiers or to other systemic factors. For instance, patent applications in the United States are maintained in confidence for up to 18 months after their filing or, in some cases, for the entire time prior to issuance as a patent. Thus, we would not be able to account for such rights before publication. Competitors may also have filed patent applications or received patents and may obtain additional patents and proprietary rights that block or compete with our patents. Claims of this sort could harm our relationships with our customers or distributordistributors and might deter future customers from doing business with us. We do not know whether we will prevail in any such future proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If any pending or future proceedings result in an adverse outcome, we could be required to:

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims asbecause a result of litigation or other proceedings.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims asbecause a result of litigation or other proceedings. In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual intellectual property rights or disputes related to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we may be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel, and by increasing our costs of doing business. If we fail to prevail in any future litigation and disputes, it could adversely affect our results of operations and financial condition. Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could seriously harm our business.

In addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and any other elements of our product discovery and development processes that involve proprietary know-how, information, or technology that is not covered by patents. Trade secrets, however, may be difficult to protect. We seek to protect our proprietary processes, in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors, and collaborators might intentionally or inadvertently disclose our trade secret information to competitors. In addition, competitors may otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Furthermore, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition.

We derive revenue primarily from customer purchase orders rather than long-term purchase commitments. To ensure the availability of our products, in some cases we start manufacturing based on forecasts provided by customers in advance of receiving purchase orders from them. In some cases, our supply chain has been affected by both tariffs and supply chain disruptions. Some of our products are manufactured according to our estimates of customer demand, which requires us to make demand forecast assumptions for every customer, and which may introduce significant variability into our aggregate estimate. We typically sell to channel partners and end users, and we consequently have limited visibility intoof future end-user demand, which could adversely affect our revenue forecasts and operating margins. Additionally, we sometimes receive soft commitments for larger order sizes which do not materialize. If we manufacture more products than we can sell to our customers or channel partners, we will incur losses and our results of operation and financial condition will be harmed.

Our success depends, in large part, on the continued contributions of Fawad Maqbool, our Chairman, President and Chief Executive Officer. Mr. Maqbool is not bound by any employment contract to remain with us for a specified period. Although we have additional engineering, technical and sales personnel, the loss of Mr. Maqbool’s service could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

Cyber-attacks or other breaches of network or information technology (IT) security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorized access. Unauthorized use of company credentials or other information could compromise our systems and operations, materially adversely impact our financial condition and subject us to scrutiny and/or litigation from regulators and our customers. A failure to protect the privacy of customercustomers and employee confidential data against breaches of network or IT security could result in damage to our reputation.

Our financial results could be negatively impacted by unfavorable outcomes in any future litigation or administrative actions. We cannot assureensure favorable outcomes in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could negatively impact our financial results.

Acquisitions may exposelead us to additional risks.

We may acquire or make investments in businesses, technologies or products, whether complementary or otherwise, to expand our business, if appropriate opportunities arise. There can be no assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms. If required, the financing for these transactions could result in an increase in our indebtedness, dilute the interests of our stockholders or both. The purchase price for some acquisitions may include additional amounts to be paid in cash in the future, a portion of which may be contingent on the achievement of certain future operating results of the acquiredbusiness business.acquired. If the performance of any such acquired business exceeds such operating results, then we may incur additional charges and be required to pay additional amounts. AcquisitionsAcquisitions, including strategic investments or alliances entail numerous risks, which may include:

Many of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases in the amount of expectedrevenue revenues,expected, which could materially adversely impact our business, financial condition, and results of operations. In addition, even if we can successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all. All of these factors could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial condition.

Our revenue and operating results can fluctuate from period to period. We derive revenue primarily from customer purchase orders rather than long-term purchase commitments. Our revenue from period to period can significantly fluctuate for a variety of reasons, including, without limitation, our supply chain as well as receipt of customer orders. Such fluctuations may have a material adverse impact on ourthe results of our operations.

Risks Relating to our Commoncommon Stockstock and our ListedSeries WarrantsRights

If our business developments and achievements do not meet the expectations of investors or securities analysts or for other reasons the expected benefits do not occur, the market price of shares of our Commoncommon Stockstock and Series Rights traded on Nasdaq may decline.

If our business developments and achievements do not meet the expectations of investors or securities analysts, the market price of shares of our Commoncommon Stockstock and Series Rights traded on Nasdaq may decline. The trading price of shares of our Commoncommon Stockstock and Series Rights could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors mentioned in this “Risk Factors” section and elsewhere in this report could have a negative impact on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

For example, during the fourth quarter of 2024, and in particular the months of November and December 2024, the price of our Commoncommon Stockstock and trading volume significantly increased. During this period, we did not make any significant announcements other than our financial condition and results of operations for the three and nine months ended September 30, 2024. In addition, in early 2026 there was increased volume and price movement on several occasions. Accordingly, the market price of our Common Stockcommon stock may fluctuate dramatically and may decline rapidly, irrespective of any developments in our business. In addition, the volatility of our stock price could cause other consequences including causing a short squeeze due to the difference in investment decisions by short sellers of shares of our Commoncommon Stockstock and buy-and-hold decisions of longer investors.

If the holders of our currently outstanding shares of common stock were to attempt to sell a substantial amount of their holdings at once, the market price of our common stock could decline. Moreover, the perceived risk of this potential dilution could cause shareholdersstockholders to attempt to sell their shares and investors to short the common stock, a practice in which an investor sells shares that he or she does not own at prevailing market prices, hoping to purchase shares later at a lower price to cover the sale. As each of these events would cause the number of shares of our common stock being offered for sale to increase, our common stock market price would likely further decline. All of these events could combine to make it very difficult for us to sell equity or equity-related securities in the future at at a time and price that we deem appropriate.

Our common stock has experienced, and is likely to experience in the future,experience, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

Provisions in our articles of incorporation and bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.stockholders.

Our articles of incorporation and bylaws contain provisions that may have the effect of making it more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our shareholders.stockholders. For example, our articles of incorporation authorize our Board of Directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

Mr. Maqbool owns a significant number of shares of our outstanding common stock, and he may sell any or all of his shares at any time without approval by other shareholders.stockholders. Speculation by the press, stock analysts, our shareholdersstockholders or others regarding the intention of Mr. Maqbool to dispose of his shares could adversely affect the market price of our common stock. Moreover, the market price of our common stock may be adversely impacted by the fact that the public float of our common stock is relatively small.

Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he has the ability tocould influence actions requiring requiring stockholder approval.

As of theMarch date15, of this report,2026, Fawad Maqbool, our Chairman, President Chief Executive Officer, held 14%11.74% of our outstanding shares of common stock. stock. As a result, Mr. Maqbool could significantly influence the outcome of matters submitted to our stockholders for approval, including the the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, Mr. Maqbool could influence the management and affairs of our company. Accordingly, any investors who purchase shares will likely be minority shareholdersstockholders and as such will have little to no say in the direction of us and the election of directors. Additionally, this concentration of ownership might harm the market price of our common stock by:

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the increase, if any, of our share price that stockholders may be able to realize if they sell their shares.

You may experience future dilution as a resultbecause of future equity offerings and other issuances of our common stock or other securities. In addition, addition, future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure which could result in the de-listing of our common stock.stock and Series Rights.

The listing of our Commoncommon Stockstock and the Series Rights on The Nasdaq Capital Market is contingent upon our compliance with The Nasdaq Capital Market’s conditions for continued listing. If we fail to meet any Nasdaq listing requirements, including the minimum bid price, satisfaction of minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity and certain corporate governance requirements, and do not regain compliance, we may be subject to delisting by Nasdaq. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event our common stock is no longer listed for trading on Nasdaq, our trading volume and share price may decrease and you may have a difficult time selling your shares of common stock. In addition, we may experience difficulties in raising capital which could materially adversely affect our operations and financial results. Further, delisting from Nasdaq markets could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees. Finally, delisting could make it harder for you and the Company to sell the securities and hard for us to raise capital.

The ListedSeries WarrantsRights are speculative in nature.

The ListedSeries WarrantsRights do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time.period. Specifically, commencing commencing on the date of issuance, holders of the ListedSeries WarrantsRights may exercise their right to acquire the common stock and pay an(i) exercisein the case of pricethe Series A Rights, $5.00 per share until they expire on July 18, 2026; and (ii) in the case of $7.00the Series B Rights, $6.00 per share,share until priorit toexpires fiveon yearsNovember from20, 2026. After the daterespective ofexpiration issuance, after which datedates, any unexercised ListedSeries WarrantsRights will expire and have no further value. In addition, there can be no assurance that an active trading market for the ListedSeries WarrantsRights will develop.

Holders of the ListedSeries WarrantsRights issued in this offering will have no rights as holders of common stockholdersstock until they exercise their Series Rights and acquire ourthe common stock.

Until holders of the ListedSeries WarrantsRights issued in this offering acquire the shares of our common stock upon exercise of thesuch ListedSeries Warrants,Rights, the holdersthey will have no rights with respect to the shares of our common stock issuable upon the exercise of thesuch ListedSeries Warrants.Rights. Upon exercise of the ListedSeries Rights Warrants,and acquisition of the holder common stock, the holders thereof will be entitled to exercise the rights of athe holders of our common stockholder as to the security exercised stock only as to matters for which the record date occurs after the exercise.exercise date of the Series Rights.

AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”),was incorporated in 2010 in the stateState of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisionsdivisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).

AmpliTechAmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of Radio Frequency (“RF”) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.

On NovemberDecember 19,15, 2021, AMPGwe enteredacquired intosubstantially anall Assetof Purchasethe Agreementassets withof Spectrum Semiconductor Materials Inc. (“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all of the assets of the Company (the Acquisition). The Acquisition was completed on December 15, 2021.CA.

In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (“MMIC”) chip design centercenter, in Texas and has started started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages.

In August 2022, thewe formed our AGTGSS division was formed to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios. If fulfilled, deliveries of the order are expected to start in FY2025 and will substantially increase each year thereafter into 2027. The non-binding letter of intent is subject to the parties entering into a series of definitive purchase orders. NoAs assuranceof canMarch be23, given that2026, the Company willhas enterreceived intoa anytotal of approximately $5MUS in funded purchase orders forfrom our customers. These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the totalCompany amountexpects ofto $78receive million.additional follow-up orders into 2027.

As of December 31, 2025, the Company had a working capital of $10,157,641 and an accumulated deficit of $28,019,282. As of December 31, 2024, the Company had a working capital of $26,795,745 and an accumulated deficit of $21,012,127. The Company recorded a net loss of $11,242,404 $7,007,155 and $2,465,439$11,242,404 for the years ended December 31, 20242025 and December 31, 2023,2024, respectively.

Selling, general and administrative expenses increased to $10,662,741 in 2025 from $7,856,471 in 2024 from $7,511,319 in 2023,2024, an increase of $345,152,$2,806,270, or approximately 4.60%.35.72%. The Company experienced an increase in salaries and payroll taxes, professional fees, suchamortization asexpense, accounting,insurance legal expense and consultingtrade feesshow as well as stock compensation, offset by the decrease in officers’ compensation in the second half of the year and other general and administrative expenses.

The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure productsproducts, LNB’s and MMIC designs has progressed significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial markets.

Research and development costs for the years ended December 31, 20242025 and 20232024 were $3,590,695$2,687,176 and $2,341,845$3,590,695 respectively. Research and development expenses have increaseddecreased by $1,248,850,$903,519, or by 53.33%,25.16%, mainly attributable to the completion of our massive MIMO 64T64R Oran Cat B radio network, which provides true 5G speeds with improved signal strength, enhanced coverage, increased user capacity and adheres to the ORAN specifications promoting openness and interoperability in radio access networks. This radio is currently being tested and certified at Northeastern University and is expected to become the Company’s flagship product.network.

As a result of the fraudulent digital currency transactions noted above, during the year ended December 31, 2024, the Company recorded an impairment impairment loss of $3,248,911 related to digital assets.

Interest income, net for the year ended December 31, 2025 was $160,313. Interest expense, net for the year ended December 31, 2024 was $292,195 and interest income, net for the year ended December 31, 2023 was $19,281.$292,195. Interest expense increased asin a2024 resultbecause of the debt financing obtained during the year with Altbanq. The outstanding obligationsobligation under the the loan was paid in full as of December 31, 2024.

The net cash used in operating activities for the year ended December 31, 20232025 was $3,470,890$8,683,707, resulting primarily from net lossloss, andas well as the operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses,expenses as well as customer deposits and operating lease liability.liabilities.

RightsTermination of ATM Offering

Listing Closing of Series A Rights and Series B Rights on NASDAQ

For the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Cost of goods sold increaseddecreased from $2,411,229$10,163,048 for the three months ended June 30, 2025, to $5,816,367 for the three months ended MarchJune 31,30, 2025,2026, a decrease of $4,346,681 or 42.77%. Cost of goods sold decreased compared to $2,782,580the same period in the prior year primarily due to lower sales volumes. The same period in the prior year included the fulfillment of acquired 5G product sales resulting from the asset acquisition, which increased both sales and the related cost of goods sold. Gross profit for the three months ended MarchJune 31, 2026,30, an2025 increasewas of$862,879 $371,351 or 15.40%. Overall, this increase is directly relatedcompared to the increase in sales. As a result, gross profit was $1,187,870$2,254,012 for the three months ended June March 31, 2025, compared to $2,566,866 for the three months ended March 31,30, 2026, an increase of $1,378,996,$1,391,133, or 116.09%.161.22 Overall,%. grossGross profit as a percentage of sales increased to 47.98%27.93% from 33.00%. Gross margins increased compared to prior periods, reflecting a more favorable product mix in the manufacturing division and early benefits of scaling operations within its 5G segment. In addition, while distributions sales declined from the same time last year, gross profit improved.7.83%.

As a result of the above, the Company reported a loss from operations of $1,619,108$3,195,920 and $1,890,018$1,925,059 for the three months ended MarchJune 31,30, 2026, 2026, and 2025, respectively, a decrease of $270,910, or 14.33%.respectively.

DueOther toincome marketconsists fluctuations,of the$88,222 Companyof recorded an unrealizedrealized gain inon investmentsforeign ofcurrency $37,964exchange rates for the three months ended MarchJune 31,30, 2026.2025.

The Company recorded interest income, net of $59,437$58,272 and $49,497, respectively,$29,193 for the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively.

The Company reported a net loss of $1,521,707$3,088,512 and $1,840,521$1,771,625 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $318,814, or 17.32%.respectively.

The net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025,2026, was $2,008,947$8,678,386 resulting primarily from the net loss and and operating changes in accounts receivable, inventory, prepaid expenses, long-term deposits, accounts payable and accrued expenses and and operating lease obligations.obligations and customer deposits.

The net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026, was $6,580,128$4,530,283 representing the net investment in marketable securities.securities and the purchase of property and equipment.

The net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025, was $361,045$3,987,492 for the purchase of equipment.property and equipment and the Titan Asset Acquisition.

The net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026, was $9,843,439$10,529,115 resulting primarily from the net proceeds received from the rights offering, the registered direct offering and proceeds received from the rightsexercise offeringof andstock registered direct offering.options.

The net cash used in financing activities for the threesix months ended MarchJune 31,30, 2025, was $3,791$10,500 resulting primarily from the repayments of financing lease obligations.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $11,807,881,$8,892,838, rights offering subscription proceeds in escrow of $113,003, working capital of $25,381,638$22,932,180 and an accumulated deficit of $29,540,989.$32,629,501.

As of MarchJune 31,30, 2026, we maintainhad cash and cash equivalents of $11,807,881.$8,892,838. Based on our existing cash and cash equivalents, our working capital, capital, our current and forecasted level of operations, and our forecasted cash flows, we believe that we will be able to meet our obligations and pay our liabilities arising from normal business operations when they come due and to provide for our capital requirements for the next 12 months.

The discussion and analysis of our financial condition and results of operations is based upon financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three month period ended MarchJune 31,30, 2026, to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.