[8-K] CPS TECHNOLOGIES CORP/DE/ Reports Material Event

Rhea-AI Filing Summary

CPS Technologies Corp. completed an underwritten public offering of 3,450,000 shares of common stock on October 8, 2025, including full exercise of a 450,000-share overallotment option, at a public offering price of $3.00 per share. The company received net proceeds of approximately $9.5M after underwriting discounts, commissions and estimated expenses. Net proceeds are planned for general corporate purposes, including working capital, capital expenditures and expanding production capacity, potentially via a local move to a larger facility. Directors and executive officers agreed to a customary 90-day lock-up following closing, subject to specified exceptions. The offering was made under a Form S-3 shelf registration and related prospectus supplements filed with the SEC.

Positive

• Raised approximately $9.5M in net proceeds to fund operations and capacity expansion
• No new debt issued; proceeds came from an equity offering, preserving the balance sheet leverage profile
• Full exercise of overallotment indicates underwriter demand for the offering

Negative

• Share dilution: issuance of 3,450,000 new shares increases outstanding share count
• Unspecified impact on revenue or margins from planned capacity expansion—execution risk remains
• Short lock-up period (90 days) allows potential insider selling sooner than longer lock-ups

Insights

Capital Markets Analyst

Equity raise strengthens liquidity but dilutes shareholders modestly.

The offering generated $9.5M in net proceeds by selling 3,450,000 shares at $3.00 each, which improves near-term cash for working capital and capacity expansion without adding debt. The sale used a Form S-3 shelf and included a standard 90-day lock-up by insiders, which limits immediate insider selling.

Key dependencies include the effectiveness of using proceeds for capacity expansion and the timeline for relocating to a larger facility; investors should watch execution against those plans over the next 6-12 months as these affect revenue conversion and capital efficiency.

Corporate Finance Advisor

Proceeds give strategic flexibility but increase share count.

The transaction avoids additional leverage and provides discretionary cash for capital expenditures and working capital, which is useful if demand requires ramping production. The underwriting agreement contains customary indemnities and representations, indicating a standard market execution.

Risks include dilution from the 3.45M new shares and the reliance on management to allocate ~$9.5M effectively; monitor quarterly updates for capital deployment, facility move progress, and any material changes in cash burn within two fiscal quarters.

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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): October 7, 2025

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 8.01 Other Events.

On October 7, 2025, CPS Technologies Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the underwritten public offering by the Company of 3,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), with an overallotment option for an additional 450,000 shares, at a public offering price per share of $3.00 (the “Offering”). In addition, the Company, and the Company’s directors and executive officers agreed not to sell or transfer any Common Stock without first obtaining the written consent of Roth Capital Partners, LLC, subject to certain exceptions, for 90 days following the closing of the Offering. On October 8, 2025, the Offering closed, and the Company completed the sale and issuance of an aggregate of 3,450,000 shares of Common Stock, including full exercise of the overallotment option.

The Company received net proceeds of approximately $9.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital, capital expenditures, and the expansion of production capacity to meet customer demand, including through a local move to a larger facility.

The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-282266) (the “Registration Statement”), a prospectus included in the Registration Statement, the preliminary prospectus supplement, which was filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2025, and a final prospectus supplement, which was filed with the SEC on October 8, 2025.

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is hereby incorporated by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit

A copy of the legal opinion of Nutter, McClennen & Fish LLP relating to the validity of the issuance and sale of the shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

EXHIBIT NUMBER	DESCRIPTION
1.1	Underwriting Agreement, dated October 7, 2025, by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein
5.1	Opinion of Nutter, McClennen & Fish, LLP
23.1	Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5.1)
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.                  Dated: October 8, 2025

/s/ Charles K. Griffith, Jr.

Name: Charles K. Griffith, Jr.

Title: Chief Financial Officer

FAQ

What did CPSH announce in the Form 8-K regarding equity issuance?

The company completed an underwritten offering of 3,450,000 common shares (including full overallotment) at $3.00 per share, closing on October 8, 2025.

How much net cash did CPS Technologies receive from the offering (CPSH)?

CPS Technologies received approximately $9.5M in net proceeds after underwriting discounts, commissions and estimated offering expenses.

What will CPSH use the offering proceeds for?

The company intends to use proceeds for general corporate purposes, including working capital, capital expenditures, and expanding production capacity, potentially by moving to a larger local facility.

Are there any selling restrictions on insiders after the offering?

Yes. Directors and executive officers agreed not to sell or transfer common stock without written consent of the representative for 90 days following the closing, subject to certain exceptions.

Under what registration was the offering made?

The offering was made under the company's shelf registration on Form S-3 (File No. 333-282266) with a preliminary prospectus supplement filed on October 6, 2025 and a final prospectus supplement filed on October 8, 2025.