CPS Technologies Corp. Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

CPS Technologies (NASDAQ: CPSH) announced its intent to conduct an underwritten public offering of common stock on October 6, 2025. The company expects to grant the underwriters a 45-day option to purchase up to an additional 15% of the shares on the same terms. The offering is subject to market and other conditions, and there is no assurance as to completion, size, or terms.

Roth Capital Partners is sole book‑running manager. The common stock will be offered under a shelf registration statement on Form S-3 (File No. 333-282266) that was declared effective October 17, 2024; a preliminary prospectus supplement and prospectus will be filed with the SEC when available.

Positive

• Underwritten offering announced, providing access to capital markets
• 45-day 15% overallotment option granted to underwriters
• S-3 shelf registration effective (File No. 333-282266) enabling faster execution

Negative

• Offering completion, size and terms are uncertain and subject to market conditions
• Proposed sale of common stock may increase shares outstanding, posing potential dilution

Insights

Equity Capital Markets Strategist

CPS intends an underwritten public offering of common stock with a 45-day 15% overallotment option; completion depends on market conditions.

CPS Technologies Corp. plans an underwritten offering of its common stock and expects to grant underwriters a 45-day option to purchase up to an additional 15% of the shares on the same terms. The company filed a shelf registration on Form S-3 (File No. 333-282266) initially on September 20, 2024 and it was declared effective on October 17, 2024; Roth Capital Partners is the sole book-running manager.

Completion of the offering is explicitly contingent on market and other conditions, so timing, size and terms remain uncertain. The press release discloses the procedural next step: a preliminary prospectus supplement and accompanying prospectus will be filed with the SEC; this document will contain the concrete offering size, price range and dilution specifics.

Watch for the filing of the preliminary prospectus supplement and the disclosed offering size and price range as the immediate monitorable items; note the underwriters' 15% overallotment option and the 45-day option period as key technical features. These filings will determine the near-term capital impact and any dilution implications.

NORTON, Mass., Oct. 06, 2025 (GLOBE NEWSWIRE) -- CPS Technologies Corp. (NASDAQ: CPSH) (“CPS” or the “Company”), today announced that it intends to offer shares of its common stock in an underwritten public offering. CPS also expects to grant to the underwriters of the offering a 45-day option to purchase up to an additional 15% of the shares of common stock offered in the underwritten public offering on the same terms and conditions. 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.

Roth Capital Partners is acting as the sole book-running manager for the offering.

A shelf registration statement on Form S-3 (File No. 333-282266) relating to the shares of common stock to be issued in the proposed offering was originally filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2024, and declared effective by the SEC on October 17, 2024.

A preliminary prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 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 a technology and manufacturing leader specializing in delivering high-performance material solutions for its customers. The company’s products and intellectual property address critical needs in a variety of applications, including electric trains and subway cars, wind turbines, hybrid vehicles, electric vehicles, Navy ships, the smart electric grid, 5G infrastructure and others. CPS hermetic packages can be found in many Aerospace and Satellite applications. CPS’ armor products provide exceptional ballistic protection and environmental durability at very light weight. CPS is committed to innovation and to supporting our customers in building solutions for the transition to clean energy. The Company articulates its Vision as follows: “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 proposed public offering, including the completion of the proposed public offering on the anticipated terms, if at all, 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 Corporation
111 South Worcester Street
Norton, MA 02766
www.cpstechnologysolutions.com

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

FAQ

What did CPS Technologies (CPSH) announce on October 6, 2025?

CPS announced its intent to conduct an underwritten public offering of common stock and to grant underwriters a 45-day option to buy up to an additional 15% of the shares.

Who is managing the CPS Technologies (CPSH) public offering?

Roth Capital Partners is acting as the sole book-running manager for the offering.

Is the CPS Technologies (CPSH) offering guaranteed to occur?

No; the offering is subject to market and other conditions and there is no assurance it will be completed or on specific terms.

Where can investors find the CPS Technologies (CPSH) prospectus for the offering?

A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and can be accessed via the SEC website at www.sec.gov or requested from Roth Capital Partners.

What SEC filing enables CPS Technologies (CPSH) to make this offering?

The offering will be made under a shelf registration statement on Form S-3 (File No. 333-282266), declared effective October 17, 2024.

What is the investor risk related to the CPSH proposed offering?

The offering could increase the number of shares outstanding, which may dilute existing shareholders; completion and terms depend on market conditions.