Form 8-K

8-K — CPS TECHNOLOGIES CORP/DE/

Accession: 0001437749-26-025985

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0000814676

SIC: 3260 (POTTERY & RELATED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cpsh20260805_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_999664.htm)

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0000814676

2026-08-05

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 5, 2026

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

0-16088

04-2832509

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 South Worcester Street, Norton, Massachusetts

02766

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

508-222-0614

(Former name or former address, if changed since 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)).

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. ☐

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, $0.01 par value

CPSH

Nasdaq Capital Market

Item 2.02 Results of Operations and Financial Condition

On August 5, 2026, the Company issued a press release announcing its financial results for the three months ended June 27, 2026. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (The “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.

Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 8.01 Other Events

Exhibit 99.2 is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits

EXHIBIT

NUMBER

DESCRIPTION

99.1

Press release dated August 4, 2026 of CPS Technologies Corp. announcing its financial results for the three months ended June, 27, 2026

104

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

SIGNATURE

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 thereunto duly authorized.

CPS Technologies Corp.

(Registrant)

Date: August 5, 2026

/s/ Chis Fraser.

Chris Fraser.

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_999664.htm · Sequence: 2

ex_999664.htm

Exhibit 99.1

FOR RELEASE: IMMEDIATE

CPS Technologies Announces Second Quarter 2026 Financial Results

Successful Capital Raise and Improved Company Outlook

Norton, Massachusetts – August 4, 2026 – CPS Technologies Corp. (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for its fiscal second quarter ended June 27, 2026.

Second Quarter Summary

●

Revenue of $8.3 million, versus $8.1 million in the prior-year period, reflecting strong overall product demand.

●

Gross margin of 14.8 percent versus 16.5 percent in the second quarter of 2025.

●

Operating loss of $(0.2) million for the quarter compared to an operating profit of $0.1 million in the prior-year period.

●

The Company successfully completed a secondary offering that raised gross proceeds of $9.6 million, providing additional capital to support the Company’s growth initiatives.

●

Funded development work continues, including programs to develop a controlled fragmentation tungsten warhead for the U.S. Army and an initiative to reduce the weight of the Amphibious Combat Vehicle with funding from the U.S. Navy.

●

CPS remains on course to build out and move to a new operating facility in the coming quarters, as previously announced.

“We continue to plan for a transition to an improved manufacturing location and are now finalizing the negotiations for the best available site to support our growth,” said Brian Mackey, President and CEO. “We’re seeing strong demand across our various product lines – reflected in our increased quarterly revenue relative to both the second quarter of 2025 and first quarter of 2026 – while gross margins recovered significantly, improving 620 basis points over Q1. In addition, with trends pointing to expanding opportunities going forward, we raised over $9 million in funds through a secondary offering, positioning the Company for its upcoming move as well as investments to meet demand and commercialize our growing portfolio of offerings. Overall, we believe CPS is executing to plan and are encouraged by the broad array of industries and organizations – from defense and space to energy infrastructure and commercial markets – interested in leveraging our advanced technology to improve product performance, increase durability, and serve as the innovative basis for new applications across the board.”

Results of Operations

CPS reported revenue of $8.3 million for the second quarter of fiscal 2026 versus $8.1 million in the prior-year period. Gross profit was $1.2 million, or 14.8 percent of revenue, versus $1.3 million, or 16.5 percent of revenue, in the fiscal 2025 second quarter.

Operating loss was $(0.2) million in the fiscal 2026 second quarter compared with an operating profit of $0.1 million in the prior-year period; SG&A expenses rose approximately $0.3 million year-over-year. Reported net income for the quarter was just under $40,000, or $0.00 per diluted share, versus a net profit of $0.1 million, or $0.01 per diluted share, in the quarter ended June 28, 2025.

Page 2

Conference Call

The Company will be hosting its second quarter 2026 earnings call tomorrow, August 5, 2026, at 9:00 a.m. Eastern. Those interested in participating in the conference call should dial the following:

Call in Number: 1-844-943-2942

Participant Passcode: 255505

The Company encourages those who wish to participate to call in 10 minutes before the scheduled start time to ensure the operator can connect all participants.

About CPS

CPS is an advanced materials company that designs, manufactures, and sells high-performance material solutions to global customers in transportation, energy, automotive, electronics, telecommunications, aerospace, and defense. The company specializes in proprietary metal matrix composites (MMCs), combining metals and ceramics to deliver superior strength, thermal management, and reliability for demanding applications such as high-speed rail, HVDC systems, mass transit, electric vehicles, internet equipment, and electrical infrastructure. CPS also produces hermetic packaging for high-reliability power and communications modules, supporting avionics, GPS, microprocessors, and specialized integrated circuits. Additionally, its lightweight HybridTech Armor® provides high strength-to-weight protection. CPS focuses on innovation, quality, and diversified high-growth markets to drive sustained, profitable growth. The Company’s Vision is ”to pioneer the next generation of high-performance materials and solve the world’s toughest engineering challenges.”

Safe Harbor

Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2025 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates" and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.

CPS Technologies Corporation

111 South Worcester Street

Norton, MA 02766

www.cpstechnologysolutions.com

Investor Relations:

Chris Witty

646-438-9385

cwitty@darrowir.com

Page 3

CPS TECHNOLOGIES CORP.

Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

Three Months Ended

Six Months Ended

June 27,

June 28,

June 27,

June 28,

2026

2025

2026

2025

Product sales

8,309,323

8,078,657

15,338,071

15,584,578

Cost of product sales

7,080,534

6,742,341

13,502,404

13,017,261

Gross profit

1,228,789

1,336,316

1,835,667

2,567,317

Selling, general, and administrative expenses

1,487,316

1,199,389

2,616,828

2,300,739

Income (loss) from operations

(185,566

)

136,927

(781,161

)

266,578

Other income, net

146,168

19,025

292,373

69,501

Net income (loss) before income taxes

(39,398

)

155,952

(488,788

)

336,079

Income tax provision (benefit)

(150,106

)

52,119

(232,356

)

136,284

Net income (loss)

37,747

103,833

(256,432

)

199,795

Other comprehensive income

Net unrealized gains on available for sale securities

1,398

8,169

(3,359

)

10,206

Reclassification adjustment for gains included in net income

(16,237

)

Total other comprehensive income

1,398

8,169

(3,359

)

(6,031

)

Comprehensive income (loss)

39,145

112,002

(259,791

)

193,764

Net income (loss) per basic common share

0.00

0.01

(0.01

)

0.01

Weighted average number of basic common shares outstanding

18,460,574

14,525,960

18,116,660

14,525,960

Net income (loss) per diluted common share

0.00

0.01

(0.01

)

0.01

Weighted average number of diluted common shares outstanding

18,984,367

14,577,433

18,338,857

14,560,672

Page 4

CPS TECHNOLOGIES CORP.

Balance Sheets (Unaudited)

June 27,

2026

December 27,

2025

ASSETS

Current assets:

Cash and cash equivalents

15,354,564

4,466,198

Marketable securities, at fair value

3,801,426

8,769,363

Accounts receivable-trade

4,932,226

5,235,307

Accounts receivable-other

141,338

380,948

Inventories, net

8,649,437

5,598,407

Prepaid expenses and other current assets

298,780

299,829

Total current assets

33,177,771

24,750,052

Property and equipment:

Production equipment

10,966,327

10,647,170

Furniture and office equipment

910,310

Leasehold improvements

997,830

Total cost

12,874,467

12,555,310

Accumulated depreciation and amortization

(10,897,944

)

(10,877,927

)

Construction in progress

498,656

459,671

Net property and equipment

2,475,180

2,137,054

Net intangible assets

19,354

21,778

Right-of-use lease asset

264,000

336,000

Deferred taxes, net

2,499,666

2,266,854

Total Assets

38,435,971

29,511,738

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

3,496,532

3,363,233

Accrued expenses

501,435

907,910

Deferred revenue

487,240

238,044

Lease liability, current portion

163,000

162,000

Total current liabilities

4,648,207

4,671,187

Deferred revenue – long term

31,277

Long term lease liability

101,000

174,000

Total liabilities

4,780,484

4,876,464

Commitments & Contingencies

Stockholders’ equity:

Common stock, $0.01 par value, authorized 25,000,000 shares; issued 19,605,017 and 18,132,767 shares; outstanding 19,387,942 and 17,988,634 shares at each June 27, 2026 and December 27, 2025

196,043

181,320

Preferred stock, no shares issued or outstanding

–

Additional paid-in capital

60,122,967

50,295,019

Accumulated other comprehensive income

(3,220

)

139

Accumulated deficit

(25,726,323

)

(25,469,891

)

Less cost of 217,075 and 144,133 common shares repurchased at each June 27, 2026 and December 27, 2025

(933,980

)

(371,313

)

Total stockholders’ equity

33,655,487

24,635,274

Total liabilities and stockholders’ equity

38,435,971

29,511,738

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Aug. 05, 2026

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