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Stockholders’ Equity
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

(12) Stockholders’ Equity

 

The total number of shares of stock this Corporation is authorized to issue shall be five hundred one million (501,000,000) shares, par value $0.001 per share. Our authorized capital stock consists of 500,000,000 shares of common stock and 1,000,000 shares of blank check preferred stock.

 

Preferred Stock

 

On July 10, 2013, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 500,000 shares of Preferred Stock, par value $0.001 per share. On October 7, 2020, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the total number of authorized shares of Preferred Stock to 1,000,000 shares, $0.001 per share.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2025 and 2024

 

On October 7, 2020, our Board of Directors and our stockholders approved a resolution to amend and restate the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock to restate that there are 401,000 shares of the Company’s blank check Preferred Stock designated as Series A Convertible Preferred Stock. The amended and restated certificate clarifies that the Series A Convertible Preferred Stock converts at a rate of five shares of the Company’s common stock for every share of Series A Convertible Preferred Stock, and also restates that the Series A Convertible Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Company for each share of Series A Convertible Preferred Stock owned on the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, on the date such vote is taken, or any written consent of shareholders is solicited. The number of votes entitled to be cast by the holders of the Series A Convertible Preferred Stock equals that number of votes that, together with votes otherwise entitled to be cast by the holders of the Series A Convertible Preferred Stock at a meeting, whether by virtue of stock ownership, proxies, voting trust agreements or otherwise, entitle the holders to exercise 51% of all votes entitled to be cast to approve any action which Nevada law provides may or must be approved by vote or consent of the holders of common stock entitled to vote.

 

Common Stock:

 

The Company originally authorized 50,000,000 shares of common stock with a par value of $0.001. Effective May 20, 2014, the Company increased its authorized shares of common stock from 50,000,000 to 500,000,000.

 

On February 17, 2021, AmpliTech Group Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ.

 

On May 20, 2022, 30,000 restricted stock units at an exercise price of $1.96 were issued to a board advisor. Vesting occurred in equal quarterly installments of 2,500 shares beginning on May 20, 2022. The final installment of 2,500 shares were issued on February 20, 2025 and as of March 31, 2025, 30,000 shares of common stock were issued. 

 

On April 24, 2025, the Company issued to Titan Crest, LLC, 914,635 shares of restricted common stock at $1.64 per share, which is based on the volume weighted average price of the Company’s common stock over the preceding thirty (30) trading days from the date the initial milestone relating to the Titan APA was achieved. The fair value of the common stock issued was $1,710,367 based on the closing stock price on April 24, 2025 of $1.87 per share.

 

During the month of September 2025, employees exercised a total of 53,000 stock options at various exercise prices ranging from $1.73 to $1.96 per share, resulting in total proceeds of $102,240, of which $85,720 is recorded as a receivable.

 

2020 Equity Incentive Plan:

 

In October 2020, the Board of Directors and shareholders adopted the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of the Company’s common stock to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Company’s business. 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.

 

In 2023, the Board and the shareholders adopted the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Amended and Restated Plan”), effective as of December 11, 2023. The Amended and Restated Plan is substantially similar to the 2020 Plan except that it increases the shares of our common stock available for issuance thereunder to 2,250,000 shares of common stock.

 

As of September 30, 2025, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remains 718,392 shares of common stock available for future issuance under the 2020 Plan.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2025 and 2024

 

Stock Options:

 

On February 7, 2025, the Company granted an employee ten-year stock options to purchase 25,000 shares of common stock according to the Company’s 2020 Plan, of which 12,500 vest immediately and the balance will vest on January 31, 2026. The stock options have an exercise price of $2.32 per share. The Company has calculated these options estimated fair market value at $50,600 using the Black-Scholes model, with the following assumptions: expected term of 5.49 years, stock price of $2.32, exercise price of $2.32, volatility of 124.6%, risk-free rate of 4.34%, and no forfeiture rate.

 

On June 17, 2025, the Company granted a board advisor ten-year stock options to purchase 10,000 shares of common stock according to the Company’s 2020 Plan, of which 2,500 vest immediately and the balance will vest in quarterly installments over a one year period commencing on June 17, 2025. The stock options have an exercise price of $1.97 per share. The Company has calculated these options estimated fair market value at $17,000 using the Black-Scholes model, with the following assumptions: expected term of 5.38 years, stock price of $1.97, exercise price of $1.97, volatility of 123.4%, risk-free rate of 3.99%, and no forfeiture rate.

 

On July 28, 2025, the Company granted an employee ten-year stock options to purchase 1,000 shares of common stock according to the Company’s 2020 Plan, of which 50 vest immediately and the balance will vest in quarterly installments over a ten year period commencing on July 28, 2025. The stock options have an exercise price of $3.19 per share. The Company has calculated these options estimated fair market value at $2,900 using the Black-Scholes model, with the following assumptions: expected term of 7.38 years, stock price of $3.19, exercise price of $3.19, volatility of 123.5%, risk-free rate of 4.18%, and no forfeiture rate.

 

Below is a table summarizing the changes in stock options outstanding for the nine months ended September 30, 2025:

  

   Number of   Weighted Average 
   Options   Exercise Price ($) 
Outstanding at December 31, 2024   1,295,000   $2.28 
Granted   36,000   $2.25 
Exercised   (53,000)  $1.93 
Forfeited or expired   (3,375)  $1.93 
Outstanding at September 30, 2025   1,274,625   $2.30 
Exercisable at September 30, 2025   838,876   $2.54 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2025 and 2024

 

Stock-based compensation expense related to stock options of $92,214 and $308,071 was recorded for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the remaining unrecognized compensation cost related to non-vested stock options is $709,932 and is expected to be recognized over 4.58 years. The outstanding stock options have a weighted average remaining contractual life of 3.64 years and a total intrinsic value of $2,058,891.

 

Warrants:

 

Below is a table summarizing the changes in warrants outstanding for the nine months ended September 30, 2025:

  

   Number of   Weighted Average 
   Warrants   Exercise Price ($) 
Outstanding at December 31, 2024   3,296,942   $7.83 
Granted   -    - 
Exercised   -    - 
Forfeited or expired   -    - 
Outstanding at September 30, 2025   3,296,942   $7.83 
Exercisable at September 30, 2025   3,296,942   $7.83 

 

Stock-based compensation expense related to warrants of $0 was recorded for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted average remaining contractual life of .48 year and a total intrinsic value of $0.

 

Restricted Stock Units:

 

On May 20, 2022, 30,000 restricted stock units at an exercise price of $1.96 were issued to a board advisor. Vesting occurred in equal quarterly installments of 2,500 shares beginning on May 20, 2022. The final installment of 2,500 shares was issued on February 20, 2025 and as of September 30, 2025, 30,000 shares of common stock were issued.

 

Below is a table summarizing the changes in restricted stock units outstanding for the nine months ended September 30, 2025:

  

   Number of   Weighted Average 
   RSUs   Exercise Price ($) 
Outstanding at December 31, 2024   2,500   $1.96 
Granted   -    - 
Vested   (2,500)  $1.96 
Forfeited or expired   -    - 
Outstanding at September 30, 2025   -    - 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2025 and 2024

 

Stock-based compensation expense related to restricted stock units of $0 and $7,655 was recorded for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the remaining unrecognized compensation cost related to non-vested restricted stock units is $0. The outstanding restricted stock units have a weighted average remaining contractual life and a total intrinsic value of $0.