CPS Technologies Corp. Announces Pricing of $9.6 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

CPS Technologies (NASDAQ:CPSH) entered into definitive agreements with institutional investors for a registered direct offering of 1,200,000 common shares at $8.00 per share, priced at-the-market under Nasdaq rules.

Gross proceeds are expected to be about $9.6 million, with closing targeted on or about May 29, 2026, subject to customary conditions. CPS plans to use net proceeds for general corporate purposes, including working capital, capex, commercialization of developing technologies and other investments.

AI-generated analysis. Not financial advice.

Positive

• Registered direct offering to raise approximately $9.6 million in gross proceeds
• Participation from institutional investors via definitive securities purchase agreements
• Shares priced at $8.00, characterized as at-the-market under Nasdaq rules
• Flexible use of proceeds for working capital, capex, and commercialization

Negative

• Issuance of 1,200,000 new shares increases total shares outstanding
• Net proceeds will be reduced by placement agent fees and offering expenses
• Closing remains subject to customary conditions, so completion and timing are not assured

Key Figures

Shares offered: 1,200,000 shares Offering price: $8.00 per share Gross proceeds: $9.6 million +4 more

7 metrics

Shares offered 1,200,000 shares Registered direct offering of common stock

Offering price $8.00 per share Purchase price for registered direct offering

Gross proceeds $9.6 million Expected gross proceeds before fees and expenses

Expected closing date May 29, 2026 Expected closing of registered direct offering

Shelf filing date September 20, 2024 Form S-3 originally filed with SEC

Shelf effective date October 17, 2024 Form S-3 declared effective by SEC

Registration file number File No. 333-282266 SEC registration statement reference for the offering

Market Reality Check

Price: $11.59 Vol: Volume 11,934,544 is 4.75...

high vol

$11.59 Last Close

Volume Volume 11,934,544 is 4.75x the 20-day average of 2,512,197, indicating elevated trading ahead of the announcement. high

Technical Trading at $11.59, well above the $4.09 200-day MA and 19.46% below the $14.39 52-week high.

Peers on Argus

CPSH was up 4.23% pre-news with strong volume, while peers were mixed: SELX -11....

2 Up 1 Down

CPSH was up 4.23% pre-news with strong volume, while peers were mixed: SELX -11.68%, REFR -0.04%, DAIO +0.31%, MTEK +2.46%, ELTK +1.39%. This points to stock-specific dynamics rather than a coordinated sector move.

Previous Offering Reports

3 past events · Latest: Oct 08 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Oct 08	Offering closing	Negative	+12.4%	Closed underwritten offering with full over-allotment, raising about $10.35M.
Oct 07	Offering pricing	Negative	-12.5%	Priced 3,000,000-share public offering at $3.00 for ~$9.0M gross proceeds.
Oct 06	Offering announcement	Negative	-12.5%	Announced proposed underwritten offering with 15% over-allotment option under S-3 shelf.

Pattern Detected

Prior equity offerings have produced mixed reactions: two pricing/proposed offerings saw double-digit declines, while the closing of a completed offering saw a double-digit gain.

Recent Company History

Recent history shows CPSH using equity offerings to fund growth initiatives. In October 2025, it announced a proposed offering, then priced 3,000,000 shares at $3.00, and subsequently closed the deal with total gross proceeds of about $10.35M. Price reactions around these offering headlines ranged from roughly -12.5% to +12.43%, indicating that investor response to dilution and capital raises has been variable across different stages of the offering process.

Historical Comparison

-4.2% avg move · Over the past year, CPSH issued 3 offering-related headlines with an average move of -4.19%. Past re...

offering

-4.2%

Average Historical Move offering

Over the past year, CPSH issued 3 offering-related headlines with an average move of -4.19%. Past reactions around pricing and proposed sales often skewed negative, while completion events were more mixed.

Offering-related news has followed a sequence of proposed deal, pricing details, and final closing, reflecting repeated use of equity issuance to support corporate objectives.

Market Pulse Summary

The stock is dropping -18.2% following this news. A negative reaction despite the cash inflow would ...

Analysis

The stock is dropping -18.2% following this news. A negative reaction despite the cash inflow would fit past patterns where offering announcements carried an average move of about -4.19%. Investors have previously shown concern around dilution, with some pricing and proposed deals seeing -12.5% moves. The $9.6M raise, coming after earlier offerings, could amplify those worries until management’s deployment of capital and subsequent execution become clearer.

Key Terms

registered direct offering, at-the-market, shelf registration statement, form s-3, +3 more

7 terms

registered direct offering financial

"purchase and sale of an aggregate of 1,200,000 shares... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

at-the-market financial

"common stock at a purchase price of $8.00 per share in a registered direct offering priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

shelf registration statement regulatory

"The offering is being made pursuant to a shelf registration statement on Form S-3, as amended"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-282266)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

prospectus regulatory

"The offering is being made only by means of a prospectus, including a prospectus supplement"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

NORTON, Mass., May 28, 2026 (GLOBE NEWSWIRE) -- CPS Technologies Corp. (NASDAQ: CPSH) (“CPS” or the “Company”), today announced that it has entered into definitive securities purchase agreements with certain institutional investors for the purchase and sale of an aggregate of 1,200,000 shares of the Company’s common stock at a purchase price of $8.00 per share in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about May 29, 2026, subject to the satisfaction of customary closing conditions.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $9.6 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, capital expenditures, commercialization of developing technologies and other investments.

The offering is being made pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-282266) originally filed with the Securities and Exchange Commission (“SEC”) on September 20, 2024, and declared effective by the SEC on October 17, 2024. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at rothecm@roth.com, or by accessing the SEC’s website, www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CPS Technologies Corp.

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

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the registered direct offering, including the completion, size and timing of the offering, the Company’s intended use of proceeds from the offering and other statements that are not historical facts. These forward-looking statements are identified by the use of terms and phrases such as “will,” “intends,” “believes,” “expects,” “plans,” “anticipates” and similar expressions. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of the Company’s business and other risks detailed from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K and other periodic reports filed with the SEC, and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. 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 any forward-looking statements or information in this release.

CPS Technologies Corp.
111 South Worcester Street
Norton, MA 02766
www.cpstechnologysolutions.com

Investor Relations:
Chris Witty
646-438-9385
cwitty@darrowir.com

FAQ

What are the key details of the CPSH $9.6 million registered direct offering announced on May 28, 2026?

CPS Technologies announced a registered direct offering of common stock expected to raise about $9.6 million in gross proceeds. According to CPS, the deal involves institutional investors, uses a shelf registration, and is priced at-the-market under Nasdaq rules at $8.00 per share.

How many CPSH shares are being sold and at what price in the May 2026 offering?

CPS Technologies plans to sell 1,200,000 shares of common stock at $8.00 per share in this offering. According to CPS, the shares are being issued to certain institutional investors in a registered direct transaction priced at-the-market under Nasdaq rules.

How will CPS Technologies use the proceeds from its CPSH registered direct offering?

CPS Technologies intends to use the net proceeds for general corporate purposes. According to CPS, this may include working capital, capital expenditures, commercialization of developing technologies, and other investments to support its advanced materials business across transportation, energy, electronics, aerospace, and defense markets.

When is the CPSH registered direct offering expected to close, and what conditions apply?

The CPSH registered direct offering is expected to close on or about May 29, 2026. According to CPS, completion is subject to the satisfaction of customary closing conditions, so there is no assurance regarding the exact timing or finalization of the transaction.

What does the CPSH stock offering mean for existing CPS Technologies shareholders?

The offering will add 1,200,000 new shares of CPSH common stock to the market. According to CPS, the transaction raises about $9.6 million before fees; issuing additional shares increases the total share count, which can affect ownership percentages and per-share metrics.

Under what SEC registration is the CPSH May 2026 offering being conducted?

The CPSH offering is being conducted under an effective Form S-3 shelf registration statement, File No. 333-282266. According to CPS, this registration was originally filed with the SEC on September 20, 2024, and declared effective on October 17, 2024, enabling the registered direct sale.