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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 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 2 ex_999664.htm EXHIBIT 99.1 ex_999664.htm

Exhibit 99.1

 

logo.jpg

 

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       910,310  

Leasehold improvements

    997,830       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       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