Form 8-K

8-K — AmpliTech Group, Inc.

Accession: 0001493152-26-038625

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001518461

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d)

of the Securities Exchange

Act of 1934

Date of Report (date of earliest

event reported): August 17, 2026

AmpliTech

Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-40069

27-4566352

(State of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

155 Plant Avenue,

Hauppauge, NY

11788

(Address of Principal Executive Offices)

(Zip Code)

(631)-521-7831

(Registrant’s telephone

number, including area code)

Not Applicable

(Former Name or former address

if changed from last report.)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title

of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AMPG

The Nasdaq Stock Market LLC

Series B Right to Purchase One Share of Common Stock

AMPGZ

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation

FD Disclosure

On August

17, 2026, the Company issued a press release entitled “AmpliTech Group Provides ORAN 5G Business and Financial Outlook Following

Titan Crest Agreement Amendment, Positioned for Surging Global Open RAN Market”.

The

information in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended.

Item 9.01 Financial Statements

and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

AMPLITECH GROUP INC.

Date: August 17, 2026

By:

/s/ Fawad Maqbool

Name:

Fawad Maqbool

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AmpliTech

Group Provides ORAN 5G Business and Financial Outlook Following Titan Crest Agreement Amendment, Positioned for Surging Global Open RAN

Market

Open

RAN Radio Unit Market Projected to Grow at 20.7% CAGR to Approximately $10.8 Billion by 2033; Company Highlights $17 Million Backlog,

Improving Margin Outlook and Expanding MNO Opportunities

HAUPPAUGE,

N.Y., August 17, 2026 (GLOBE NEWSWIRE), AmpliTech Group, Inc. (NASDAQ: AMPG, AMPGZ) (“AmpliTech” or the “Company”),

a designer, developer and manufacturer of advanced RF microwave components, 5G communications systems and quantum computing low-noise

amplifiers, today provided an update on Amendment No. 2 to its Asset Purchase Agreement with Titan Crest, LLC and on the next phase of

its ORAN 5G strategy.

Business

and Financial Highlights

● Improved

APA economics - Aggregate purchase price reduced by $1 million, from $8 million to $7

million.

● Rights

and claims remain intact - The Company did not waive rights or claims against Titan or

its affiliate arising before the amendment. Titan’s affiliate also assumed substantially

all remaining covenants and indemnification obligations under the APA.

● Over

$17 million in 5G ORAN related shipments completed since program inception - The initial

commercial programs, including customers with major LOI’s in place, supported carrier

qualifications, certification, market entry and commercial validation of AmpliTech’s

ORAN platform.

● Future

ORAN orders expected at improved economics - Management expects future purchase orders

to carry higher margins relative to the initial market-entry program as production scales,

supply-chain efficiencies improve and product mix evolves.

● Approximately

$17 million current backlog (Open Orders) - The Company has approximately $17 million

in current order backlog. The Company continues to pursue additional commercial opportunities,

while the timing of backlog conversion remains subject to production schedules, customer

delivery requirements and other customary conditions.

● Additional

MNO opportunities currently ongoing - AmpliTech is engaged in discussions and product

evaluations with additional mobile network operators, telecommunications infrastructure providers,

systems integrators and distributors in North America and international markets. These opportunities

are at varying stages and not all may result in purchase orders. Customer names have to be

withheld due to non-disclosure agreements in place.

● Large

Tier-1 Telecom Infrastructure RFP Opportunity - AmpliTech has received and is actively

responding to a request for proposal (“RFP”) from a Tier-1 telecommunications

infrastructure equipment provider for the Company’s ORAN 5G radio products. Based on

the scope and anticipated volumes outlined in the RFP, management believes the potential

opportunity could represent tens of millions of dollars in aggregate value if awarded

in full. The RFP is currently under evaluation and does not constitute a purchase order,

contract or commitment to purchase, and there can be no assurance that AmpliTech will receive

an award or, if awarded, as to its ultimate size or timing.

● Carrier-proven

ORAN platform - The Company reports more than 2,000 radios shipped and in service with

a Tier-1 MNO, FCC and ISED Canada certifications across its portfolio, and a newly certified

AI-ready 4T8R macro radio as well as new FCC/ISED Certified small cells product portfolio.

● U.S.-based

competitive positioning - AmpliTech believes its AI-enabled, OTIC-certified O-RAN 5G

64T64R Massive MIMO radio (only one of its kind providing unique global leadership position)

and U.S.-based technology capabilities align with increasing government, defense, allied-market

and carrier emphasis on trusted and diversified telecommunications supply chains.

● Zero

long-term debt - The Company maintains zero long-term debt while supporting approximately

$17 million of current order backlog and separately pursuing additional opportunities represented

by non-binding LOIs, customer evaluations and prospective purchase orders.

Updated

2026 Financial Outlook

● 2026

Revenue Expected to Exceed FY2025; Timing of Customer Deployments Limits Near-Term Visibility.

The Company currently expects full-year 2026 revenue to exceed FY2025 revenue. Certain Asian

customers have recently shifted previously anticipated deployment schedules, affecting the

timing of shipments and revenue recognition. Importantly, the associated orders remain active

and have not been cancelled. Based on current customer schedules, the Company expects additional

shipments during the second half of 2026, although a portion may extend into 2027.

Given

the timing variability associated with these customer deployments, management does not believe it is appropriate at this time to provide

a more precise full-year revenue estimate. The Company intends to update its outlook as customer deployment schedules provide greater

visibility. While the timing of large carrier and infrastructure programs can be difficult to predict, the Company’s opportunity

pipeline continues to develop, including recently received RFP activity from a Tier-1 telecommunications infrastructure equipment provider.

Because the timing and outcome of such opportunities remain uncertain, management is not including unawarded RFP opportunities in current

revenue expectations.

● Margins

expected to Improve Beginning in 2027. During its initial North American MNO program,

AmpliTech strategically accepted approximately $2 million in reduced profit to establish

its technology with a major carrier, complete commercial qualification and build a reference

deployment for future business. This market-entry strategy contributed to the lower margins

and operating losses reported during the initial program. With this phase substantially completed,

management expects future ORAN orders to carry improved economics, providing the potential

for meaningful margin and profitability expansion as production volumes increase.

● Path

to Positive EBITDA . Management currently expects the Company to achieve positive EBITDA

in Fiscal Year of 2027, based on anticipated revenue growth, improved ORAN margins and the

expected benefits of increased production scale.

Capital

Position and Shareholder Returns

● Growth

investments supported by recent financing Capital is being deployed to engineering, R&D,

supply-chain capabilities, manufacturing readiness, sales and marketing, cybersecurity, IT

infrastructure and personnel required to support larger telecommunications customers.

● Share

repurchase authorization remains part of capital allocation Consistent with its previously

announced authorization, the Company continues to intend to repurchase common shares when

the Board and management determine that market conditions, liquidity, capital requirements

and other considerations make repurchases appropriate. Timing and amounts remain subject

to applicable securities laws and capital allocation priorities.

Positioned

in a Large and Growing Open RAN Market

● Global

Open RAN TAM Grand View Research estimates the global Open RAN market at approximately

$6.5 billion in 2025, growing to approximately $45.1 billion by 2033, a projected CAGR of

approximately 26.8% from 2026 through 2033.

● Open

RAN Radio Unit TAM The segment most directly relevant to AmpliTech is estimated at approximately

$2.3 billion in 2025 and projected to reach approximately $10.8 billion by 2033, representing

approximately 20.7% CAGR.

● North

America leads the market Grand View Research estimates North America represented approximately

41% of global Open RAN market revenue in 2025.

● Commercial

validation continues The Company states that more than $6 million of follow-on orders

were announced in July, which management views as continued validation of active demand following

completion of the initial qualification program.

Management

Perspective

“Over

the last year and a half, we have successfully entered the ORAN 5G market” said Fawad Maqbool, Founder, Chairman, President and

CEO of AmpliTech Group. “Our focus now is on converting additional MNO opportunities into purchase orders, executing efficiently

and building a higher-margin, scalable radio business. We have achieved brand name awareness, successfully deployed thousands of our

radios, further providing the company with additional MNO opportunities which are actively taking place now. Our commercial activity

continues to expand beyond our existing backlog. We are currently engaged in additional MNO evaluations and have recently received a

significant RFP from a Tier-1 telecommunications infrastructure equipment provider that, based on its contemplated scope, could represent

a substantial opportunity for AmpliTech. While there is no assurance that an RFP will result in an award, we believe being invited to

compete for programs of this scale is further evidence of the market recognition our ORAN platform has achieved. We believe the Company

has established a stronger commercial foundation for its next phase of growth.” Mr. Maqbool concluded.

Sources

Grand

View Research, Open RAN Market Size, Share & Trends Report, 2026–2033; Grand View Research, Radio Unit, Open RAN Market Outlook,

2025–2033.

About

AmpliTech Group

AmpliTech

Group, Inc. designs, develops and manufactures advanced signal-processing components for satellite, Public and Private 5G and other communications

networks, including complete 5G/6G systems and quantum computing low-noise amplifiers (LNAs), and is a global distributor of packages

and lids for integrated circuit assembly.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding future purchase orders, expected margins, prospective customer opportunities, backlog conversion, production and

revenue timing, the Company’s 2026 financial outlook, market growth, competitive positioning and potential future share repurchases.

Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially, including the timing and receipt of customer orders; production, delivery and revenue-recognition

timing; backlog delays, modifications or cancellations; the possibility that customer discussions, evaluations and LOIs do not result

in definitive orders; manufacturing and supply-chain risks; component availability and costs; competition; capital requirements; and

other risks described in the Company’s SEC filings. Third-party market projections have not been independently verified by the

Company and should not be interpreted as projections of AmpliTech’s revenue, growth rate or future market share. Any share repurchases

remain subject to market conditions, applicable legal requirements and the Company’s capital needs. The Company undertakes no obligation

to update forward-looking statements except as required by law.

Contacts

Corporate

Social Media

LinkedIn:

AmpliTech Group, Inc.

Company

Contact:

Jorge

Flores

Tel:

631-521-7831

Investors@amplitechgroup.com

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