CPS Technologies Q3 2026 profit rises to $347K

CPS expects approximately $10 million in 2027 Attleboro capital expenditures, with up to $3.2 million potentially reimbursable through the lease allowance.

Available on EDGAR 11/10/2026 - 09:32 AM EST Accepted by SEC EDGAR 11/10/2026 - 09:31 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CPS Technologies Corp. (CPSH) reported third-quarter 2026 net income of $346,757, compared with $207,964 a year earlier, on product sales of $8.90 million versus $8.80 million. Gross profit was $1.86 million, or 21% of sales, compared with $1.50 million, or 17%; CPS attributed the margin improvement to sales mix and price improvements. SG&A rose to $1.50 million from $1.23 million, reflecting Attleboro lease expense, marketing and one-time legal costs.

For the first nine months of 2026, net income was $90,324 versus $407,759, and CPS recorded an operating loss of $423,415 versus operating income of $542,659. Product sales were $24.24 million versus $24.39 million. CPS cited higher gold and other material costs for lower gross margin and lease, business-development and legal costs, a CFO search and foreign-exchange costs for higher SG&A.

At September 26, cash and cash equivalents were $2.79 million and marketable securities were $15.61 million. Operating activities used $2.63 million, versus providing $446,915 in the prior-year period, while inventories rose to $10.32 million from $5.60 million. CPS expects about $10 million in 2027 Attleboro build-out costs, with up to $3.2 million potentially reimbursable under the lease, and expects existing cash and operations to fund the remainder of 2026.

1 point · 0 major

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0 major · 2 points

How the balance works

Positive

• Moderate pointThird-quarter net income increased to $346,757 from $207,964.

Negative

• Moderate pointNine-month net income fell to $90,324 from $407,759.
• Moderate pointNine-month operating cash flow shifted from $446,915 provided to $2,631,826 used.

Filing Explained

At September 26, the Attleboro lease had $14,204 thousand in scheduled undiscounted payments through its March 2039 expiration.

This report says CPS completed its May 29, 2026 sale of 1,200,000 common shares for net proceeds of $8,958,193 and recognized the Attleboro operating lease in September, reporting lease liabilities of $8,917 thousand. The completed share issuance increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

The company increased its authorized common shares from 20,000,000 to 25,000,000; that authorization is distinct from the 19,642,517 shares issued as of September 26, 2026. The approximately 80,000-square-foot Attleboro facility lease expires in March 2039; occupancy is expected in November 2027, with rent beginning in December 2027 at $85,000 per month for six months and approximately $1.1 million annually thereafter, subject to annual increases.

As of September 26, 2026, the lease schedule lists $14,204 thousand in total undiscounted payments and a present value of lease liabilities of $8,917 thousand. $510,000 is restricted as collateral for a standby letter of credit securing lease obligations.

Key Figures

Third-quarter product sales: $8,900,433 Third-quarter net income: $346,757 Nine-month net income: $90,324 +5 more

8 metrics

Third-quarter product sales $8,900,433 Three months ended September 26, 2026

Third-quarter net income $346,757 Three months ended September 26, 2026

Nine-month net income $90,324 Nine months ended September 26, 2026

Nine-month operating income (loss) $423,415 loss Nine months ended September 26, 2026

Operating cash flow $2,631,826 used Nine months ended September 26, 2026

Cash and cash equivalents $2,791,195 As of September 26, 2026

Marketable securities $15,612,554 Fair value as of September 26, 2026

Expected 2027 capital expenditures Approximately $10 million Attleboro facility build-out

Key Terms

metal-matrix composites, available-for-sale, right-of-use lease assets, tenant improvement allowance

4 terms

metal-matrix composites technical

"primary advanced material solution is metal-matrix composites"

available-for-sale financial

"classified as available-for-sale (“AFS”)"

A classification for bonds, stocks or other investments that a company plans to keep but might sell before they reach full term. Think of it like items a shop keeps on a shelf for potential sale: their market value can go up or down while the company holds them, and those unrealized gains or losses are shown separately from operating profit until they are sold. Investors watch this because large swings can change a company’s reported net worth and signal how much flexibility it has to raise cash quickly.

right-of-use lease assets financial

"Right-of-use lease assets"

An asset a lessee records when a lease gives it the right to use an underlying item of property, plant or equipment for a specified period. It is recognized at lease commencement and initially measured as the present value of required lease payments plus certain initial direct costs and prepaid amounts, less any lease incentives; the right-of-use asset is presented alongside a corresponding lease liability and is depreciated (or amortized) over the lease term subject to impairment and any transfer/ownership provisions. The concept applies to lessees’ accounting under modern lease standards (for example IFRS 16 and ASC 842) and does not describe the lessor’s asset or ownership of the underlying property.

tenant improvement allowance financial

"lease provides for a tenant improvement allowance of $3.2 million"

A tenant improvement allowance is a sum of money a landlord agrees to provide or reimburse so a tenant can customize or fit out leased space to their needs, like a home renovation budget paid upfront by the property owner. It matters to investors because it affects leasing attractiveness, upfront costs, rental income and the building’s long‑term value—larger allowances can speed occupancy but reduce short‑term cash flow and raise capital repair needs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did CPSH earn in the third quarter of 2026?

CPSH reported net income of $346,757 for the three months ended September 26, 2026, compared with $207,964 for the three months ended September 27, 2025. Product sales were $8,900,433 compared with $8,803,695.

Why was CPSH's nine-month net income lower in 2026?

CPSH reported net income of $90,324 for the first nine months of 2026, compared with $407,759 in the same period of 2025. It cited higher gold and other material costs as factors in lower gross margin, and lease, business-development and legal costs, a CFO search and foreign-exchange costs as factors in higher SG&A.

What are the terms of CPSH's Attleboro facility lease?

The approximately 80,000-square-foot facility lease runs through March 2039. Base rent begins in December 2027 at $85,000 per month for the first six months, increasing to approximately $1.1 million annually thereafter, with annual lease increases over the remaining lease term.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended September 26, 2026

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from               to            

Commission file number             0-16088 

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	04-2832509 (I.R.S. Employer Identification No.)
111 South Worcester Street Norton MA (Address of principal executive offices)	02766-2102 (Zip Code)

(508) 222-0614
Registrant’s Telephone Number, including Area Code:

CPS Technologies Corp.

111 South Worcester Street

Norton, MA 02766-2102

Former Name, Former Address and Former Fiscal Year if Changed since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐       Accelerated filer ☐       Non-accelerated filer ☒       Smaller reporting company ☒

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.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public firm that prepared or issued its audit report.

☐Yes ☒ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):

☐Yes ☒ No

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 Markets

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of shares of common stock outstanding as of October 20, 2026: 19,642,517.

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (Unaudited)

CPS TECHNOLOGIES CORP.

Condensed Balance Sheets (Unaudited)

		September 26,				December 27,
		2026				2025
ASSETS
Current assets:
Cash and cash equivalents		$	2,791,195			$	4,466,198
Marketable securities, at fair value			15,612,554				8,769,363
Accounts receivable-trade			4,703,028				5,235,307
Accounts receivable-other			291,019				380,948
Inventories, net			10,320,406				5,598,407
Prepaid expenses and other current assets			281,682				299,829
Total current assets			33,999,884				24,750,052
Property and equipment:
Production equipment			11,111,154				10,647,170
Furniture and office equipment			910,310				910,310
Leasehold improvements			997,830				997,830
Total cost			13,019,294				12,555,310
Accumulated depreciation and amortization			(11,058,355	)			(10,877,927	)
Construction in progress			537,975				459,671
Net property and equipment			2,498,914				2,137,054
Net intangible assets			18,539				21,778
Restricted cash			510,154				-
Right-of-use lease assets			8,829,210				336,000
Deferred taxes, net			2,325,327				2,266,854
Total assets		$	48,182,028			$	29,511,738

		September 26,				December 27,
		2026				2025
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	3,766,979			$	3,363,233
Accrued expenses			832,504				907,910
Deferred revenue			513,910				238,044
Lease liabilities, current portion			163,000				162,000
Total current liabilities			5,276,393				4,671,187
Deferred revenue – long term			31,277				31,277
Long term lease liabilities			8,754,046				174,000
Total liabilities			14,061,715				4,876,464
Commitments & Contingencies
Stockholders’ equity:
Common stock, $0.01 par value, authorized 25,000,000 and 20,000,000 shares; issued 19,642,517 and 18,132,767 shares; outstanding 19,425,442 and 17,988,634 shares at September 26, 2026 and December 27, 2025, respectively			196,417				181,320
Additional paid-in capital			60,223,530				50,295,019
Accumulated other comprehensive income			13,912				139
Accumulated deficit			(25,379,567	)			(25,469,891	)
Less cost of 217,075 and 144,133 common shares repurchased at September 26, 2026 and December 27, 2025, respectively			(933,980	)			(371,313	)
Total stockholders’ equity			34,120,312				24,635,274
Total liabilities and stockholders’ equity		$	48,182,028			$	29,511,738

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.

Condensed Statements of Operations and Other Comprehensive Income (Unaudited)

		Three Months Ended								Nine Months Ended
		September 26, 2026				September 27, 2025				September 26, 2026				September 27, 2025
Product sales		$	8,900,433			$	8,803,695			$	24,238,504			$	24,388,272
Cost of product sales			7,043,948				7,301,129				20,546,352				20,318,390
Gross profit			1,856,485				1,502,566				3,692,152				4,069,882
Selling, general, and administrative expenses			1,498,738				1,226,484				4,115,567				3,527,223
Income (loss) from operations			357,747				276,082				(423,415	)			542,659
Other income, net			163,349				45,483				455,722				114,985
Net income before income taxes			521,096				321,565				32,307				657,644
Income tax provision (benefit)			174,339				113,601				(58,017	)			249,885
Net income		$	346,757			$	207,964			$	90,324			$	407,759
Other comprehensive income
Net unrealized gains (losses) on available for sale securities			17,132				(2,293	)			13,773				7,913
Reclassification adjustment for gains included in net income			-				-				-				(16,237	)
Total other comprehensive income (loss)			17,132				(2,293	)			13,773				(8,324	)
Comprehensive income			363,889				205,671				104,097				399,435
Net income per basic common share		$	0.02			$	0.01			$	0.00			$	0.03
Weighted average number of basic common shares outstanding			19,412,796				14,527,126				18,491,213				14,526,349
Net income per diluted common share		$	0.02			$	0.01			$	0.00			$	0.03
Weighted average number of diluted common shares outstanding			19,757,374				14,674,384				18,799,554				14,598,576

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 26, 2026 AND SEPTEMBER 27, 2025

		Common Stock
		Number of shares issued				Par value				Additional paid-in capital				Accumulated other comprehensive income (loss)				Accumulated deficit				Stock repurchased				Total stockholders’ equity
Balance at June 27, 2026			19,605,017			$	196,043			$	60,122,967			$	(3,220	)		$	(25,726,323	)		$	(933,980	)		$	33,655,487
Share-based compensation expense			-				-				57,170				-				-				-				57,170
Other comprehensive income			-				-				-				17,132				-				-				17,132
Employee option exercises			37,500				374				82,200				-				-				-				82,574
Additional stock issuance costs											(38,807	)															(38,807	)
Net income			-				-				-				-				346,757				-				346,757
Balance at September 26, 2026			19,642,517			$	196,417			$	60,223,530			$	13,912			$	(25,379,567	)		$	(933,980	)		$	34,120,312

		Common Stock
		Number of shares issued				Par value				Additional paid-in capital				Accumulated other comprehensive income				Accumulated deficit				Stock repurchased				Total stockholders’ equity
Balance at December 27, 2025			18,132,767			$	181,320			$	50,295,019			$	139			$	(25,469,891	)		$	(371,313	)		$	24,635,274
Share-based compensation expense			-				-				280,264				-				-				-				280,264
Other comprehensive income			-				-				-				13,773				-				-				13,773
Employee option exercises			309,750				3,097				702,054				-				-				(562,667	)			142,484
Issuance of common stock			1,200,000				12,000				8,946,193				-				-				-				8,958,193
Net income			-				-				-				-				90,324				-				90,324
Balance at September 26, 2026			19,642,517			$	196,417			$	60,223,530			$	13,912			$	(25,379,567	)		$	(933,980	)		$	34,120,312

		Common Stock
		Number of shares issued				Par value				Additional paid-in capital				Accumulated other comprehensive loss				Accumulated deficit				Stock repurchased				Total stockholders’ equity
Balance at June 27, 2025			14,661,487			$	146,615			$	40,751,927			$	9,469			$	(25,690,450	)		$	(340,138	)		$	14,877,423
Share-based compensation expense			-				-				49,354				-				-				-				49,354
Employee option exercises			5,500				55				7,870												(7,925	)			-
Other comprehensive loss			-				-				-				(2,293	)			-				-				(2,293	)
Net income			-				-				-				-				207,964				-				207,964
Balance at September 27, 2025			14,666,987			$	146,670			$	40,809,151			$	7,176			$	(25,482,486	)		$	(348,063	)		$	15,132,448

		Common Stock
		Number of shares issued				Par value				Additional paid-in capital				Accumulated other comprehensive income				Accumulated deficit				Stock repurchased				Total stockholders’ equity
Balance at December 28, 2024			14,661,487			$	146,615			$	40,580,387			$	15,500			$	(25,890,245	)		$	(340,138	)		$	14,512,119
Share-based compensation expense			-				-				220,894				-				-				-				220,894
Employee option exercises			5,500				55				7,870				-								(7,925	)			-
Net unrealized gains on marketable securities			-				-				-				7,913				-				-				7,913
Reclassification adjustment for gains included in net income			-				-				-				(16,237	)			-				-				(16,237	)
Net income			-				-				-				-				407,759								407,759
Balance at September 27, 2025			14,666,987			$	146,670			$	40,809,151			$	7,176			$	(25,482,486	)		$	(348,063	)		$	15,132,448

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.

Condensed Statements of Cash Flows (Unaudited)

		Nine Months Ended				Nine Months Ended
		September 26, 2026				September 27, 2025
Cash flows from operating activities:
Net income			90,324				407,759
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Depreciation and amortization			456,427				458,478
Share-based compensation			280,264				220,894
Realized gains on maturity of marketable securities			(10,767	)			(11,470	)
Amortization of operating lease right-of-use assets			87,836				-
Deferred taxes			(58,473	)			249,429
Changes in:
Accounts receivable-trade			532,279				(541,872	)
Accounts receivable-other			89,930				(199,584	)
Inventories			(4,721,999	)			(1,052,615	)
Prepaid expenses and other current assets			18,147				152,736
Accounts payable			418,436				476,340
Accrued expenses			(90,096	)			384,991
Deferred revenue			275,866				(98,171	)
Net cash (used in) provided by operating activities			(2,631,826	)			446,915
Cash flows from investing activities:
Purchases of property and equipment			(834,624	)			(439,492	)
Acquisition cost of patents and trademarks			(4,190	)			(25,905	)
Proceeds from maturities of marketable securities			11,103,000				1,027,000
Purchase of marketable securities			(17,897,886	)			(1,046,933	)
Net cash used in investing activities			(7,633,700	)			(485,330	)

		Nine Months Ended				Nine Months Ended
		September 26, 2026				September 27, 2025
Cash flows from financing activities:
Proceeds from employee stock options			142,484				-
Proceeds from issuance of common stock			8,958,193				-
Payments on note payable			-				(8,130	)
Net cash provided by (used in) financing activities			9,100,678				(8,130	)
Net change in cash, cash equivalents and restricted cash			(1,164,849	)			(46,545	)
Cash, cash equivalents and restricted cash, beginning of year			4,466,198				3,280,687
Cash, cash equivalents and restricted cash, end of period		$	3,301,349			$	3,234,142
Reconiliation of cash, cash equivalents and restricted cash
Cash and cash equivalents		$	2,791,195			$	3,234,142
Restricted cash			510,154				-
		$	3,301,349			$	3,234,142
Supplemental disclosures of cash flow information
Cash paid for interest expense		$	-			$	26
Supplemental disclosures of non-cash activity
Disposal of fully depreciated production equipment		$	225,797			$	96,684
Net exercise of stock options		$	562,667			$	7,925
Righ-of-use asset obtained in exchange for new operating lease liability		$	8,639,791			$	-

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.
Notes to Financial Statements
(Unaudited)

(1)     Nature of Business

CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive, defense and other industries. The Company’s primary advanced material solution is metal-matrix composites (“MMC”) which are a combination of metal and ceramic. 

CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper, tungsten, etc.

Using its proprietary MMC technology, the Company also produces light-weight armor, particularly for extreme environments and heavy threat levels.

The Company also engages in research and development, in some cases government funded and in others internally funded, focused on developing new products in response to customer requirements. These products expand our offerings in existing markets and enable penetration into new markets.

The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller, and other microelectronics and defense markets.

(2)     Summary of Significant Accounting Policies

As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles and should be read in conjunction with the audited financial statements and related notes included in the 2025 Annual Report.

The accompanying financial statements are unaudited. In the opinion of management, the unaudited financial statements of CPS reflect all normal recurring adjustments which are necessary to present fairly the financial position and results of operations for such periods.

The Company’s balance sheet at December 27, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“US GAAP”) for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended December 27, 2025 and in CPS’s other SEC reports, which are accessible on the SEC’s website at www.sec.gov and the Company’s website at www.cpstechnologysolutions.com.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

(3) Future Application of Accounting Standards

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). The standard requires certain details for expenses presented on the face of the Statements of Operations and Comprehensive Income (Loss) as well as selling expenses to be presented in the notes to the financial statements on an interim and annual basis. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The amendment can be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently assessing the impact of this standard.

(4) Use of Estimates

The preparation of the Condensed Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

(5) Restricted Cash

In connection with the lease for its new manufacturing and office facility, the Company maintains $510,000 of restricted cash at Rockland Trust Bank as collateral for a standby letter of credit securing its obligations under the lease. The restricted cash is classified as a noncurrent asset in the accompanying condensed balance sheet.

(6) Marketable Securities

Investments consist of U.S. Treasury Bills and US Government Bonds with maturities up to one year. Since it is not currently managements intention to hold these debt securities until the maturity dates, these have been classified as available-for-sale (“AFS”) and are recorded on the balance sheet at fair value, with changes in fair value recorded as a component of other comprehensive income (loss).

(7) Fair value of Marketable Securities

ASC 820, Fair Value Measurements (“ASC 820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. CPS’s marketable securities consist solely of US Treasury Bills and US Government bonds with a maturity of 12 months or less and which fall under Level II of the fair value hierarchy. The value of these US Treasury Bills and US Government bonds as of September 26, 2026 was $15,612,554 and was $8,769,363 as of December 27, 2025. 

		September 26,				December 27,
		2026				2025
Cost basis		$	15,598,787			$	8,769,502
Unrealized gain (loss)			13,767				(139	)
Total fair value		$	15,612,554			$	8,769,363

(8) Net Income Per Common and Common Equivalent Share

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the sum of the weighted average number of common shares plus additional common shares that would have been outstanding if potential dilutive common shares had been issued for granted stock options and stock purchase rights. Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

The following table presents the calculation of both basic and diluted EPS:

		Three Months Ended								Nine Months Ended
		September 26,				September 27,				September 26,				September 27,
		2026				2025				2026				2025
Basic EPS Computation:
Numerator:
Net income		$	346,757			$	207,964			$	90,324			$	407,759
Denominator:
Weighted average
Common shares
Outstanding			19,412,796				14,527,126				18,491,213				14,526,349
Basic EPS		$	0.02			$	0.01			$	0.00			$	0.03
Diluted EPS Computation:
Numerator:
Net income		$	346,757			$	207,964			$	90,324			$	407,759
Denominator:
Weighted average common shares outstanding			19,412,796				14,527,126				18,491,213				14,526,349
Dilutive effect of stock options			344,579				147,257				308,341				72,227
Total Shares			19,757,375				14,674,383				18,799,554				14,598,576
Diluted EPS		$	0.02			$	0.01			$	0.00			$	0.03

(9) Commitments & Contingencies

Commitments

Operating Leases

The Company leases its manufacturing and office under two operating leases expiring in February 2028 (the “Norton facility lease”) and March 2039 (the “Attleboro facility lease”). The Company also has certain equipment leases that are generally short term in nature. The Company has elected not to recognize right-of-use assets and lease liabilities for leases with terms of 12 months or less.

Operating lease right-of-use assets and lease liabilities are recognized based on the present value of future lease payments over the lease term using the Company’s incremental borrowing rate at lease commencement. Lease liabilities are classified between current and noncurrent portions on the condensed balance sheets. Renewal options are included in the lease term when the Company is reasonably certain to exercise such options. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants.

The Norton lease facility covers approximately 38,000 square feet and is a triple-net-lease under which the Company is responsible for real estate taxes, operating costs and utilities. The lease provides renewal options through February 2032, which have been excluded from the lease term as the Company is not reasonably certain to exercise them. Annual base rent is approximately $169,000 through expiration.

In September 2026, when the premises were made available to the Company for use, the Company recognized an operating lease for a new manufacturing and office facility in Attleboro, Massachusetts, comprising approximately 80,000 square feet. The Company expects to occupy the facility in November 2027 following completion of planned improvements. The lease expires in March 2039 and provides for two five-year renewal options, which have been excluded from the lease term as the Company is not reasonable certain to exercise them. The lease is a triple-net arrangement under which the Company is responsible for real estate taxes, operating costs, and utilities. Base rent payments commence in December 2027 at $85,000 per month for the first six months, increasing to approximately $1.1 million annually thereafter with annual lease increases over the remaining lease term.

The Attleboro facility lease provides for a tenant improvement allowance of $3.2 million to reimburse the Company for qualifying construction and improvement expenditures subject to certain conditions under the lease. As the allowance is contingent upon qualifying expenditures and satisfaction of the applicable conditions, it was not included in the initial measurement of the operating lease right-of-use asset or lease liability. The Company will recognize the allowance as a lease incentive when the applicable conditions have been satisfied and the reimbursement becomes receivable.

In connection with the Attleboro facility lease the Company maintains $510,000 of restricted cash at Rockland Trust Bank as collateral for a standby letter of credit securing its obligations under the lease. The restricted cash is classified as a noncurrent asset in the accompanying condensed balance sheet.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating leases as of September 26, 2026:

(Dollars in Thousands)
Maturity of capitalized lease liabilities		Lease payments
Remaining 2026		$	41
2027			254
2028			1,066
2029			1,069
2030			1,101
2031			1,134
Thereafter			9,539
Total undiscounted operating lease payments			14,204
Less: Imputed interest			(5,287	)
Present value of operating lease liabilities		$	8,917

Balance Sheet Classification
Current lease liabiliies		$	163
Long term lease liabilities		$	8,754
Total operating lease liabilities		$	8,917
Other Information
Weighted-average lease terms for capitalized leases years			12.6
Weighted-average discount rate for capitalized operating leases			7.0	%

Operating Lease Costs and Cash Flows

Operating lease cost was $130 thousand during the third quarter of 2026 and $214 thousand during the nine months ended September 26, 2026. Cash paid for operating leases included in cash flows from operating activities was $41 thousand during the third quarter of 2026 and $125 thousand for the nine months ended September 26, 2026. These costs and cash payments related to the Norton and Attleboro facility operating leases. All other short-term leases were immaterial.

Finance Leases

The Company does not have any finance leases.

(10) Share-Based Payments

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at initial grant date. Reductions in compensation expense associated with the forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.

During the quarter ended September 26, 2026, no stock options were granted to employees or to outside directors under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”). For the nine months ended September 26, 2026 a total of 99,600 stock options and 37,500 stock options were granted to employees and directors, respectively. During the quarter ended September 27, 2025, no stock options were granted to employees under the Plan and no stock options were granted to outside directors. For the nine months ended September 27, 2025 a total of 115,000 stock options and 75,000 stock options were granted to employees and directors, respectively.

During the three and nine months ended September 26, 2026, there were 37,500 and 309,750 options exercised and corresponding shares issued at a weighted average price of $2.20 and $2.32. During the three and nine months ended September 27, 2025, there were 5,500 options exercised and corresponding shares issued at a weighted average price of $1.44.

During the three and nine months ended September 26, 2026, the Company repurchased 0 and 72,942 shares for employees to facilitate their exercise of stock options. During the three and six months ended September 27, 2025, the Company repurchased 2,183 shares for employees to facilitate their exercise of stock options.

There were also 892,400 options outstanding at a weighted average price of $2.82 with a weighted average remaining contractual term of 7.07 years as of September 26, 2026, and there were 486,175 options exercisable at a weighted average price of $2.79 with a weighted average remaining term of 6.36 years. There were 1,077,800 options outstanding at a weighted average price of $2.45 with a weighted average remaining contractual term of 7.13 years as of September 27, 2025 and there were 635,500 shares exercisable at a weighted average price of $2.45 with a weighted average remaining term of 6.37 years. The Plan, as amended, is authorized to issue 1,500,000 shares of common stock. As of September 26, 2026, there were 281,270 shares available for future grants under the 2020 Plan and 49,200 shares outstanding under the 2009 Plan. As of September 27, 2025, there were 421,400 shares available for future grants under the 2020 Plan and 138,900 shares outstanding under the 2009 Plan.

As of September 26, 2026, there was $525 thousand of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan; that cost is expected to be recognized over a weighted average period of 1.85 years.

During the three and six months ended September 26, 2026, the Company recognized $57,160 and $280,264 respectively, as shared-based compensation expense related to previously granted shares under the Plan.

During the three and six months ended September 27, 2025, the Company recognized $49,354 and $220,894 respectively, as shared-based compensation expense related to previously granted shares under the Plan.

(11) Inventories

Inventories consist of the following:

		September 26,				December 27,
		2026				2025
Raw materials		$	3,923,826			$	2,559,787
Work in process			1,984,023				3,449,211
Finished goods			5,497,675				278,770
Total inventory			11,405,524				6,287,768
Reserve for obsolescence			(1,085,118	)			(689,361	)
Inventories, net		$	10,320,406			$	5,598,407

  (12) Accrued Expenses

Accrued expenses consist of the following:

		September 26,				December 27,
		2026				2025
Accrued legal and accounting		$	96,819			$	101,605
Accrued payroll and related expenses			612,036				683,631
Accrued other			123,649				122,674
Total accrued expenses		$	832,504			$	907,910

(13) Line of Credit

The Company has a $3.0 million revolving line of credit (LOC) with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal (6.75% at September 26, 2026). On September 26, 2026 and December 27, 2025, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $3.0 million to have been borrowed. The line of credit remains in effect until terminated per mutual agreement by both parties. Total interest expense in 2026 was $0 and was $0 in 2025.

(14) Segment Reporting

The Company views its operations and manages its business as one segment. The Company produces and sells advanced material solutions, primarily metal matrix composites, to assemblers of high density electronics and other specialty components and subassemblies. The Company also assembles housings and packages for hybrid circuits, selling to the same customers mentioned above. These customers represent a single market or segment with similar stringent and well-defined requirements. The Company’s customers, in turn, sell the components and subassemblies which incorporate the products into many different end markets, however, these end markets are two to three levels removed from the Company. The Company also sells armor strike faces to armor manufacturers, using the same manufacturing process used in its other product solutions. The Company makes operating decisions and assesses financial performance only for the Company as a whole and does not make operating decisions or assess financial performance by the end markets which ultimately use the products. Our chief operating decision maker (CODM) is Brian Mackey, our President and CEO. The Company's CODM regularly reviews financial information presented and does not evaluate the Company's operating segment using asset or liability information. Instead, the CODM uses revenue, gross margin, and net income or loss to allocate operating and capital resources and assess performance by comparing actual results to historical results and previously forecasted financial information.

The following table presents segment information for the Company's single reporting segment:

		Three Months Ended								Nine Months Ended
		September 26, 2026				September 27, 2025				September 26, 2026				September 27, 2025
Product sales		$	8,900,433			$	8,803,695			$	24,238,504			$	24,388,272
Cost of product sales			7,043,948				7,301,129				20,546,352				20,318,390
Gross profit			1,856,485				1,502,566				3,692,152				4,069,882
Selling, general, and administrative expenses			1,498,738				1,226,484				4,115,567				3,527,223
Income (loss) from operations			357,747				276,082				(423,415	)			542,659
Other income, net			163,349				45,483				455,722				114,985
Net income before income taxes			521,096				321,565				32,307				657,644
Income tax provision (benefit)			174,339				113,601				(58,017	)			249,885
Net income		$	346,757			$	207,964			$	90,324			$	407,759

(15) Income Taxes

A valuation allowance against deferred tax assets is required to be established or maintained when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. Management has determined that a valuation allowance is not needed as it expects that the deferred tax asset will be fully utilized.

For the three and nine months ended September 26, 2026 the deferred tax asset decreased by $174,339 and increased by $58,473, respectively, reflecting for the estimated tax effects of each period.

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (Public Law 119-21), which includes significant modifications to the Internal Revenue Code. The legislation permanently extends and modifies key provisions of the Tax Cuts and Jobs Act of 2017 and introduces new deductions and credits applicable to both individuals and businesses.

Key provisions relevant to the Company include:

Restoration of Immediate Expensing for Domestic Research and Experimental (“R&E”) Expenditures: Effective for tax years beginning after December 31, 2024, domestic R&E expenditures may be immediately expensed under new Section 174A, reversing the prior capitalization and amortization requirement. This change may materially impact the Company’s deferred tax assets and current tax expense depending on the volume of qualifying expenditures.

As of September 26, 2026, the Company had $216,914 of unamortized Section 174 R&E expenditures relating to tax years 2022 through 2024, which are expected to be fully deducted in the fourth quarter of 2026, subject to further analysis.

Enhancement of Section 179 Expensing: The maximum Section 179 deduction is increased to $2.5 million, with a phase-out threshold beginning at $4 million. This expansion is expected to accelerate tax deductions for qualifying property and benefit capital investment strategies.

Permanent Reinstatement of 100% Bonus Depreciation: For qualified property acquired and placed in service after January 19, 2025, the Company may elect full expensing under Section 168(k), which is expected to accelerate tax deductions and reduce taxable income in applicable periods.

Modifications to FDII (now FDDEI): The deduction under Section 250 for foreign-derived intangible income is reduced to 33.34%, and eligibility criteria are narrowed. These changes may impact export-related tax incentives and deferred tax projections tied to U.S.-held IP.

The Company is currently evaluating the impact of these provisions on its financial statements and tax positions. While the changes are not expected to materially affect prior period results, they may influence future effective tax rates, deferred tax balances, and cash tax obligations. The Company incorporated these changes into its tax planning and provision calculations for fiscal year 2025 and beyond. However, the full effect of these provisions will depend on the Company's future capital expenditures, R&E activities, financing arrangements, and international operations.

(16)         Equity Capital Raise

On May 27, 2026, the Company filed with the Secretary of State of Delaware a Certificate of Amendment of the Company’s Restated Certificate of Incorporation, effective as the same date. The amendment increased the number of shares of common stock that the Company is authorized to issue from 20,000,000 to 25,000,000.

On May 27, 2026, the Company entered into securities purchase agreements with certain institutional investors for the sale by the Company of 1,200,000 shares of common stock, par value $0.01 per share, in a registered direct offering (the “Offering”), at a purchase price of $8.00 per share. The Offering was priced at-the-market under Nasdaq rules. The closing of the Offering occurred on May 29, 2026. The net proceeds to the Company were $8,958,193.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with the financial statements of the Company and notes thereto included in this report and the Company’s Annual Report on Form 10-K for the year ended December 27, 2025 and in CPS’s other SEC reports, which are accessible on the SEC’s website at www.sec.gov and the Company’s website at www.cpstechnologysolutions.com.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. There are a number of factors that could cause the Company’s actual results to differ materially from those forecasted or projected in such forward-looking statements. This includes the impact of the Russian invasion of Ukraine, the war in Iran and other conflicts and potential conflicts, including economic conflicts, throughout the world, which are discussed in Item 3 of this report. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made

Critical Accounting Policies

The critical accounting policies utilized by the Company in preparation of the accompanying financial statements are set forth in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes to these policies since December 27, 2025.

Overview

The Company’s products contribute to the electrification of the green economy. The products we provide include baseplates for motor controllers used in high-speed electric trains, subway cars, wind turbines, hybrid and electric vehicles and the transmission of High Voltage Direct Current (HVDC). We provide hermetic packages used in radar, satellite and avionics applications. We provide lids and heat spreaders used with high performance integrated circuits in internet switches and routers. We provide armor for naval and other military applications.

We provide baseplates and housings used in modules built with Wide Band Gap Semiconductors like SiC and GaN. CPS also assembles housings and packages for hybrid circuits. These housings and packages may include MMC components; they may include components made of more traditional materials such as aluminum, copper-tungsten, and others. 

CPS’s products are custom rather than catalog items. They are made to customers’ designs and are used as components in systems built and sold by our customers. At any point in time our product mix will consist of some products with on-going production demand, and some products which are in the prototyping or evaluation stages at our customers. The Company seeks to have a portfolio of products which include products in every stage of the technology adoption lifecycle at our customers. CPS’s growth is dependent upon the level of demand for those products already in production, as well as its success in achieving new "design wins" for future products.

As a manufacturer of highly technical and custom products, the Company incurs fixed costs needed to support the business, but which do not vary significantly with changes in sales volume. These costs include the fixed costs of applications such as engineering, tooling design and fabrication, process engineering, and others. Accordingly, particularly given our size, changes in sales volume generally result in even greater changes in financial performance on a percentage basis as fixed costs are spread over a larger or smaller base. Sales volume is therefore a key financial metric used by management.

The Company believes the underlying demand for MMCs is growing as the electronics and other industries seek higher performance, higher reliability, and reduced costs. CPS believes that the Company is well positioned to offer our solutions to current and new customers as these demands grow. 

Results of Operations for the Third Fiscal Quarter of 2026 (Q3 2026) Compared to the Third Fiscal Quarter of 2025 (Q3 2025); (all $ in 000’s)

Revenues totaled $8,900 in Q3 2026 compared with $8,804 generated in Q3 2025, an increase of 1%. The increase was primarily driven by higher demand for components used in the semiconductor capital equipment and defense supply chains. This growth was partially offset by lower order volumes from certain customers that use baseplates in power electronics, following significant growth in demand from those customers in 2025.

Gross profit in Q3 2026 totaled $1,856 or 21% of sales. This compares with a gross profit in Q3 2025 of $1,503 or 17% of sales. The gross profit percentage improvement came from a combination of sales mix and price improvements.

Selling, general and administrative (SG&A) expenses totaled $1,499 in Q3 2026 compared with SG&A expenses of $1,226 in Q3 2025. The increase was primarily due to the operating lease expense associated with the new Attleboro facility, marketing expenses and one-time legal costs.

The Company reported operating income of $358 in Q3 2026, compared to $276 in Q3 2025, primarily reflecting improved gross margins discussed above. Other income, consisting primarily of interest income, increased to $163 during Q3 2026 from $45 during Q3 2025, reflecting higher interest earned on the proceeds from two recent capital issues. After an income tax charge of $174, net income was $347 for Q3 2026, compared with $208 in Q3 2025.

Results of Operations for the First Nine Months of 2026 Compared to the First Nine Months of 2025 (all $ in 000s)

Total revenue was $24,239 in the first nine months of 2026, a $149 decline compared with total revenue of $24,388 in the same period for 2025. This decline happened in Q1 2026 which saw a reduction in demand from one major customer which is recovering as the year progresses.

Gross profit in the first nine months of 2026 totaled $3,692 or 15% of sales, compared with $4,070, or 17% of sales, for the first nine months of 2025. The decrease in gross margin percentage was partly attributable to higher gold prices, which increased 40% compared with 2025. Higher gold costs without a corresponding markup caused the gross profit percentage to decline. We also saw increases in other material costs that were partially offset by improved labor and overhead costs compared with the prior year.

Selling, general and administrative (SG&A) expenses were $4,116 during the first nine months of 2026, up $589 compared with SG&A expenses of $3,527 in the first nine months of 2025. These increases were primarily attributable to operating lease expense associated with the new lease in Attleboro in Q3, the business development and legal costs during Q2 and Q3, as well as the new CFO search and higher foreign exchange costs in Q1.

The higher material and SG&A costs resulted in an operating loss of ($423) in 2026 compared with an operating profit of $543 in 2025.

During the first nine months of 2026, the Company had net other income of $456 from interest income compared with net other income of $115 during the same period in 2025. The increase in net other income was primarily attributable to higher interest income earned on the investment proceeds from the capital raises completed in the fourth quarter of 2025 and May 2026. 

In the first nine months of 2026 the Company had net income of $90 compared with net income of $408 in the same period last year.  

CPS does not rely on raw materials from Ukraine, Russia, Israel or Gaza. As a result, we do not believe that the Russian invasion of Ukraine or the conflict in Israel and Gaza will have a direct impact on our results. Nevertheless, there could be an indirect impact regarding supply chain and inflationary issues as a result of these conflicts.

Inflation has impacted our costs. Thus far, we have been able to pass along these increases to our customers, but there is no guarantee that we will be able to continue this in the future. In addition, there is often a lag between when the costs increase and when we can adjust customer prices. Some of our larger customers will have pricing agreements, typically for one year, and we must wait for those agreements to end before making any pricing adjustments. Further, several of our larger customers buy from our major competitor in Japan. The impact of the fluctuation of foreign exchange rates can create situations where our pricing to foreign customers can be more or less competitive as compared to our Japanese competitor.

We are beginning to see an impact of tariffs on our cost structure. While many of our raw materials are sourced domestically, we are seeing instances where the domestic supplier is able to raise prices due to the impact of tariffs on prices charged by their foreign competitors. While the overall impact of these cost increases is relatively small, they are still enough to impact our margins. Given that our major competitor is from outside the U.S., our ability to pass on these cost increases to our foreign customers is somewhat limited.

These factors combine to create a higher degree of uncertainty regarding future financial performance.

Liquidity and Capital Resources (all $ in 000’s unless noted)

The Company’s liquid assets at September 26, 2026 consist of cash and cash equivalents of $3,301 and marketable debt securities with a fair value of $15,613. This compares to cash and cash equivalents at December 27, 2025 of $4,466 and $8,769 marketable debt securities. The increase in liquidity came from a capital raise on May 29, 2026 involving the issuance of 1,200,000 shares of common stock for net proceeds of $8,958.

Accounts receivable at September 26, 2026 totaled $4,703 compared with $5,235 at December 27, 2025. Days sales outstanding (DSO) decreased from 61 days at the end of 2025 to 48 days at the end of Q3 2026. The decrease in DSO was primarily due to the timing and mix of sales and related customer collections during the period. The accounts receivable balances at September 26, 2026 and December 27, 2025 are both net of an allowance for credit losses of $10.

Inventories totaled $10,320 at September 26, 2026 compared with inventory totaling $5,598 at December 27, 2025. The inventory turnover in the most recent four quarters ending Q3 2026 was 3.7 times (based on a 5 quarter end average) compared with 5.4 times averaged during the four quarters of 2025. Finished goods inventory increased primarily due to the planned build of inventory for products supported by long-term customer orders. The additional inventory is intended to maintain continuity of customer supply during the Company’s planned facility relocation and associated production transition.

The Company expects it will continue to be able to fund its operations for the remainder of 2026 from operations and existing cash balances. In addition, the Company anticipates approximately $10 million in capital expenditures during 2027 related to the build-out of its Attleboro facility, a portion of which is expected to be reimbursable through the $3.2 million tenant improvement allowance provided under the lease. The Company expects to fund these expenditures through existing cash balances, proceeds from the liquidation or maturity of marketable securities, and cash generated from operations.

The Company continues to sell to a limited number of customers and the loss of any one of these customers could cause the Company to require additional external financing. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its business objectives.

Management believes that existing cash balances will be sufficient to fund our cash requirements for the foreseeable future. However, there is no assurance that we will be able to generate sufficient revenues or reduce certain discretionary spending in the event that planned operational goals are not met such that we will be able to meet our obligations as they become due.

Contractual Obligations (all $ in 000’s unless otherwise noted)

The Company has a line of credit (LOC) in the amount of $3.0 million with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal (6.75% on 9/26/2026). On September 26, 2026, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $3.0 million to have been borrowed.

In March 2020, the Company acquired a scanning acoustic microscope for a price of $208 thousand. The full amount was financed through a 5 year note payable with a financing company. This note was paid in full in the first quarter of 2025.

The Company currently leases its manufacturing facility in Norton, Massachusetts, under an operating lease expiring in February 2028. During Q3 2026, the Company entered into a lease for an approximately 80,000 square-foot manufacturing facility in Attleboro, Massachusetts, with a lease term extending through March 2039. The Company expects to incur approximately $10 million in costs during 2027 to prepare the new facility for occupancy, of which up to $3.2 million may be reimbursed by the landlord under the terms of the lease. The Company anticipates relocating its operations toward the end of 2027, with base rent payments under the new lease beginning in December 2027.

CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these have been capitalized. (Note 9, Leases)  

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not significantly exposed to the direct impact of interest rate changes or foreign currency fluctuations. Nevertheless, one of the Company’s major competitors is located in Japan. The relative strength of the US dollar versus the Japanese yen can have a negative impact on the Company’s ability to raise prices when necessary to offset increasing costs. The Company has not used derivative financial instruments.

Although CPS has not been directly impacted by the war in Ukraine, potential supply chain disruptions and its impact on energy costs are areas where we could be impacted in the future.

Inflation and the impact of tariffs on our costs is an area where we have seen some affect on our business. We have seen price increases in commodity raw materials, such as aluminum, as well as increases in other costs of doing business. As we receive new orders we have been able to pass on most of these costs to our customers. Fortunately, raw materials make up a smaller portion of our overall costs. While they provide a headwind to our profitability, they are a relatively small factor in that total equation. As inflation continues or new tariffs are put in place, our ability to continue to absorb higher costs by raising customer prices cannot be guaranteed.

ITEM 4 CONTROLS AND PROCEDURES

(a)       The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d - 14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, 1) the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports the Company files under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and 2) the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b)       Changes in Internal Controls. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None.

ITEM 1A RISK FACTORS

There have been no material changes to the risk factors as discussed in our 2025 Form 10-K.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 

None.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 OTHER INFORMATION

Not applicable.

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K:

(a) Exhibits:

Exhibit 31.1 Certification Of President and Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

Exhibit 31.2 Certification Of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

Exhibit 32.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

SIGNATURES

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 CORPORATION

(Registrant)

Date: November 9, 2026

/s/ Brian T. Mackey

Brian T. Mackey

President and Chief Executive Officer

Date: November 9, 2026

/s/ Chris S. Fraser

Chris S. Fraser

Chief Financial Officer