What the changes say
- Customer concentration intensified with one client accounting for 42.86% of 2025 sales compared to 13.97% in 2024.
- Accumulated deficit expanded to $28.02 million after recording a $7.01 million net loss in 2025.
- Multiple new risks were added regarding the speculative nature, expiration dates, and irrevocability of Series A and B Rights offerings.
What changed since the prior 10-K
New
- NewRisks Relating to our Business
Significant Dependence on Single Customer
A single customer accounted for approximately 42.86% of our total sales as of December 31, 2025, creating high revenue dependence.
- NewRisks Relating to our Business
Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business
Cyber-attacks, IT breaches, or natural disasters could disrupt operations, compromise confidential data, and trigger regulatory scrutiny or customer litigation.
- NewRisks Relating to our common stock and our Series Rights
We may have material developments during the exercise period of the Series Rights
Holders of Series A and Series B Rights cannot revoke their exercise even if unfavorable material developments occur before expiration.
- NewRisks Relating to our common stock and our Series Rights
The Series Rights are speculative in nature
Series Rights are speculative, offer no voting or dividend rights, and have fixed exercise prices of $5.00 and $6.00 until late 2026.
- NewRisks Relating to our common stock and our Series Rights
The market price of common stock may never exceed the exercise price of the Series Rights
Our common stock price may never exceed the exercise prices of the Series Rights before they expire, rendering them worthless.
- NewRisks Relating to our common stock and our Series Rights
During the period immediately following the expiration dates for the Series Rights, holder may not be able to resell any shares of common stock that holder acquires upon exercise of its Series Rights
Holders may experience delays in receiving book-entry statements for common stock acquired upon exercising Series Rights, restricting prompt resale.
- NewRisks Relating to our common stock and our Series Rights
Because holder of Series Rights may not revoke or change its exercise of the Series Rights, holder could be committed to buying shares above the prevailing market price at the time this offering is completed
With AMPG stock closing at $2.56 on March 23, 2026, exercising irrevocable Series Rights above market price creates immediate unrealized losses.
- NewRisks Relating to our common stock and our Series Rights
Because the Series Rights are executory contracts, they may have no value in bankruptcy or reorganization proceeding
In a bankruptcy proceeding, unexercised Series Rights could be treated as executory contracts and rejected by a court, leaving holders with no value.
Dropped
- DroppedRisks Relating to our Common Stock and our Listed Warrants
The Listed Warrants are speculative in nature
- DroppedRisks Relating to our Common Stock and our Listed Warrants
Provisions of the Listed Warrants could discourage an acquisition of us by a third party
Reworded
- 87% rewrittenRisks Relating to our common stock and our Series Rights
Holders of the Series Rights issued in this offering will have no rights as holders of common stock until they exercise their Series Rights and acquire the common stock
Updated references from Listed Warrants to Series Rights regarding the lack of common stock rights prior to exercise.
Was: Holders of the Listed Warrants will have no rights as common stockholders until they acquire our common stock
- 82% rewrittenRisks Relating to our Business
Changes in US trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations
Updated 2025 tariff disclosures to reflect implemented country-specific trade agreements with the EU, Japan, and the UK alongside broader import taxes.
- 69% rewrittenRisks Relating to our Business
There is no assurance that the Second Milestone of Asset Purchase Agreement will be achieved or that we will realize the anticipated benefits
Replaced generic Asset Purchase Agreement references with Titan APA terminology and noted the Second Milestone is anticipated by Q2 2026.
Was: There is no assurance that the Asset Purchase Agreement will close or that even if we close we will realize the anticipated benefits
- 56% rewrittenRisks Relating to our Business
We have material weaknesses in our internal accounting control over financial reporting and failure to remediate a material weakness in internal accounting controls could result in material misstatements in our financial statements
Updated internal control material weakness disclosures to cover the year ended December 31, 2025, and removed specific mention of the $3.25 million digital currency fraud.
- 50% rewrittenRisks Relating to 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
Added that as of March 16, 2026, the company received approximately $5 million in funded purchase orders under the $78 million Oran radio LOI.
Was: We have entered into non-binding letter of intent for purchase orders and there no assurance that we will enter into definitive purchase orders or generate revenues as expected
- 34% rewrittenRisks Relating to our Business
Our business would be adversely affected by the departure of members of our executive management team
Removed the specific reference that CEO Fawad Maqbool is not bound by an employment contract.
- 32% rewrittenRisks Relating to our Business
Our revenue, earnings, margins and other operating results have fluctuated significantly in the past and may fluctuate significantly in the future
Updated 2025 financial figures to show a net loss of $7,007,155 and an accumulated deficit of $28,019,282 as of December 31, 2025.
- 31% rewrittenRisks Relating to our common stock and our Series Rights
The ability of Fawad Maqbool, our Chairman, to sell his stake in us and speculation about any such sale may adversely affect the market price of our common stock
Minor terminology adjustment changing shareholders to stockholders regarding CEO Fawad Maqbool's stock ownership.
- 22% rewrittenRisks Relating to our Business
The unfavorable outcome of any future litigation or administrative action could negatively impact us
All 44 risk factors
Headings as the filing states them, in filing order.
Risks Relating to our Business
- 01Our revenue, earnings, margins and other operating results have fluctuated significantly in the past and may fluctuate significantly in the future 32% rewritten
- 02There is no assurance that the Second Milestone of Asset Purchase Agreement will be achieved or that we will realize the anticipated benefits69% rewritten
- 03We 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 expected50% rewritten
- 04Significant Dependence on Single CustomerNew
- 05The Company is dependent on the global supply chain and may experience supply chain constraints, as well as increased costs on components and shipping
- 06Our market is very competitive. If we fail to compete successfully, our business and operating results will suffer
- 07Changes in US trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations 82% rewritten
- 08Economic conditions may adversely impact our business, operating results and financial condition
- 09Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business
- 10Changes in our product mix could cause our overall gross margin to decline, which may adversely affect our operating results and financial condition
- 11Our 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 for us and impair our ability to sell our products
- 12We may be required to indemnify our customers against liabilities arising from defects in our products or their solutions which incorporate our products. These liabilities may also include costs incurred by our customers or end users to correct the problems or replace our products
- 13We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle and result in the loss of significant rights
- 14We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims because of litigation or other proceedings
- 15If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer
- 16We are subject to order and shipment uncertainties. Inaccuracies in our estimates of customer demand and product mix could negatively affect our inventory levels, sales and operating results
- 17Our sales and marketing efforts may be unsuccessful in maintaining and expanding existing sales channels, developing new sales channels and increasing the sales of our products
- 18Our business would be adversely affected by the departure of members of our executive management team34% rewritten
- 19If we are unable to attract, train and retain qualified personnel, especially our design and technical personnel, we may not be able to effectively execute our business strategy
- 20We have material weaknesses in our internal accounting control over financial reporting and failure to remediate a material weakness in internal accounting controls could result in material misstatements in our financial statements56% rewritten
- 21If we fail to implement proper and effective internal controls, our ability to produce accurate financial statements would be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price
- 22We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our common stock, restrict our operations or adversely affect our ability to operate our business
- 23Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our businessNew
- 24The unfavorable outcome of any future litigation or administrative action could negatively impact us22% rewritten
- 25Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues
- 26Acquisitions may lead us to additional risks
- 27We and/or certain of our current and former officers and directors, may face litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows
Risks Relating to our common stock and our Series Rights
- 28If 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 common stock and Series Rights traded on Nasdaq may decline
- 29The price of shares of our common stock has fluctuated substantially. Therefore, some investors who have purchased our common stock at high prices face the risk of losing a significant portion of their original investment if they have to sell at a time when the price of shares of our common stock has declined
- 30Future sales or perceived sales of our common stock could depress our stock price
- 31Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock
- 32Provisions 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 stockholders
- 33The ability of Fawad Maqbool, our Chairman, to sell his stake in us and speculation about any such sale may adversely affect the market price of our common stock 31% rewritten
- 34Because Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he could influence actions requiring stockholder approval
- 35Because we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares
- 36You may experience future dilution because of future equity offerings and other issuances of our common stock or other securities. In addition, future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price
- 37There 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 and Series Rights
- 38We may have material developments during the exercise period of the Series RightsNew
- 39The Series Rights are speculative in natureNew
- 40Holders of the Series Rights issued in this offering will have no rights as holders of common stock until they exercise their Series Rights and acquire the common stock87% rewritten
- 41The market price of common stock may never exceed the exercise price of the Series RightsNew
- 42During the period immediately following the expiration dates for the Series Rights, holder may not be able to resell any shares of common stock that holder acquires upon exercise of its Series RightsNew
- 43Because holder of Series Rights may not revoke or change its exercise of the Series Rights, holder could be committed to buying shares above the prevailing market price at the time this offering is completedNew
- 44Because the Series Rights are executory contracts, they may have no value in bankruptcy or reorganization proceedingNew
Other AmpliTech Group 10-Ks
- FY2024 10-K risk factors38 risks
Substantial historical net losses and accumulated deficit threaten ongoing operations and financial stability. Dependence on CEO Fawad Maqbool and key technical personnel poses retention and control risks. Material weaknesses in internal accounting controls could lead to inaccurate financial reporting.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.