false
0000814676
0000814676
2026-05-04
2026-05-04
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): May 4, 2026
CPS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
0-16088 |
04-2832509 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
111 South Worcester Street, Norton, Massachusetts 02766
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 508-222-0614
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4( c)) under the Exchange Act (17 CFR 240.13e-4(c)).
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
CPSH |
Nasdaq Capital Market |
Item 2.02 Results of Operations and Financial Condition
On May 4, 2026, the Company issued a press release announcing its financial results for the three months ended March 28, 2026. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.
The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (The “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 8.01 Other Events
Exhibit 99.2 is incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits
|
EXHIBIT
NUMBER
|
DESCRIPTION |
| 99.1 |
Press release dated May 4, 2026 of CPS Technologies Corp. announcing its financial results for the three months ended March 28, 2026 |
| 99.2 |
Financial results for the three months ended March 28, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CPS Technologies Corp.
(Registrant)
Date: May 6, 2026
/s/ Charles K. Griffith, Jr.
Charles K. Griffith Jr.
Chief Financial Officer
Exhibit 99.1
FOR RELEASE: IMMEDIATE
CPS Technologies Announces First Quarter 2026 Financial Results
Company on Track for Revenue Growth in Quarters to Come
Norton, Massachusetts – May 4, 2026 – CPS Technologies Corporation (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for the fiscal first quarter ended March 28, 2026.
First Quarter Summary
| |
●
|
Revenue of $7.0 million, versus $7.5 million in the prior-year period, reflecting order timing; continued revenue growth is expected in future quarters.
|
| |
●
|
Gross margin of 8.6 percent versus 16.4 percent in the first quarter of 2025.
|
| |
●
|
Operating loss of $(0.5) million for the quarter compared to an operating profit of $0.1 million in the prior-year period.
|
| |
●
|
The Company remains on track for its planned move to a larger, improved operating facility later in 2026, and detailed planning with the support of a general contractor is underway.
|
| |
●
|
CPS, after quarter end, booked a $4 million order for hermetic packaging, with shipments beginning in Q2; in addition, the Navy SBIR office recently executed its option to extend the Company’s Phase I program related to Amphibious Combat Vehicles (ACV).
|
| |
●
|
The Company announced that a new Chief Financial Officer, Chris Fraser, joined the Company today, May 4th. He is expected to transition into the CFO role effective May 18th.
|
“Although the first quarter played out with lower revenue and gross margins,” said Brian Mackey, President and CEO, “we continue to book new business and remain committed to implementing the changes necessary to improve gross margins. Regarding our planned move to a larger, more advanced manufacturing complex, we are now finalizing our assessment of candidate facilities including the detailed functional requirements to support our manufacturing operations, which will enable us to share specifics about our transition plans soon. As part of our preparations, we have significantly increased our inventory levels to minimize the impact of our upcoming move on our customers and on our revenue. In addition, while margins were negatively impacted this quarter primarily due to the impact of lower revenue on fixed costs and cost accounting related to the inventory build, expected revenue growth and eventual inventory reduction should positively impact margins in the future.”
Recently, CPS was notified that Navy will exercise its 6-month, $100,000 option to extend the Company’s Phase I SBIR effort to reduce the weight of the Amphibious Combat Vehicle. Mackey continued, “The Navy’s funding decision provides continued affirmation of our technical success, and this funded research win is coupled nicely with the continued strength of our commercial bookings, as evidenced by the $4 million hermetic packaging order. With a new CFO now being onboarded and an expanding number of opportunities on the horizon, we remain well positioned to build a solid year of performance going forward.”
Results of Operations
CPS reported revenue of $7.0 million for the first quarter of fiscal 2026 versus $7.5 million in the prior-year period, primarily reflecting order timing. Gross profit was $0.6 million, or 8.6 percent of revenue, versus $1.2 million, or 16.4 percent of revenue, in the fiscal 2025 first quarter, with the year-over-year decrease due to several factors including the impact of lower revenue on fixed costs as well as cost accounting related to adding over $1.5 million to inventory.
Operating loss was $(0.5) million in the fiscal 2026 first quarter compared with an operating profit of $0.1 million in the prior-year period; SG&A expenses were roughly flat year-over-year, approximately $1.1 million in both fiscal 2026 and 2025. Reported net loss for the quarter was $(0.3) million, or $(0.02) per diluted share, versus a net profit of $0.1 million, or $0.01 per diluted share, in the quarter ended March 29, 2025.
Conference Call
The Company will be hosting its first quarter 2026 earnings call tomorrow, May 5, 2026, at 9:00 a.m. Eastern. Those interested in participating in the conference call should dial the following:
Call in Number: 1-844-943-2942
Participant Passcode: 545169
The Company encourages those who wish to participate to call in 10 minutes before the scheduled start time to ensure the operator can connect all participants.
About CPS
CPS is an advanced materials company that designs, manufactures, and sells high-performance material solutions to global customers in transportation, energy, automotive, electronics, telecommunications, aerospace, and defense. The company specializes in proprietary metal matrix composites (MMCs), combining metals and ceramics to deliver superior strength, thermal management, and reliability for demanding applications such as high-speed rail, HVDC systems, mass transit, electric vehicles, internet equipment, and electrical infrastructure. CPS also produces hermetic packaging for high-reliability power and communications modules, supporting avionics, GPS, microprocessors, and specialized integrated circuits. Additionally, its lightweight HybridTech Armor® provides high strength-to-weight protection. CPS focuses on innovation, quality, and diversified high-growth markets to drive sustained, profitable growth. The Company’s Vision is ”to pioneer the next generation of high-performance materials and solve the world’s toughest engineering challenges.”
Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2026 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates" and similar expressions. Investors should not rely on forward-looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.
CPS Technologies Corporation
111 South Worcester Street
Norton, MA 02766
www.cpstechnologysolutions.com
Investor Relations:
Chris Witty
646-438-9385
cwitty@darrowir.com
|
CPS TECHNOLOGIES CORPORATION
Statements of Operations (Unaudited)
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Fiscal Quarters Ended
|
|
| |
|
March 28, 2026
|
|
|
March 29, 2025
|
|
| |
|
|
|
|
|
|
|
|
|
Product sales
|
|
$ |
7,028,748 |
|
|
$ |
7,505,921 |
|
| |
|
|
|
|
|
|
|
|
|
Cost of product sales
|
|
|
6,421,870 |
|
|
|
6,274,920 |
|
| |
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
606,878 |
|
|
|
1,231,001 |
|
|
Selling, general, and administrative expenses
|
|
|
1,129,512 |
|
|
|
1,101,350 |
|
| |
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(522,634 |
) |
|
|
129,651 |
|
|
Other income, net
|
|
|
146,205 |
|
|
|
50,476 |
|
| |
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(376,429 |
) |
|
|
180,127 |
|
|
Income tax provision (benefit)
|
|
|
(82,250 |
) |
|
|
84,165 |
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(294,179 |
) |
|
$ |
95,962 |
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on available for sale securities
|
|
|
(4,757 |
) |
|
|
2,037 |
|
|
Reclassification adjustment for gains included in net income
|
|
|
- |
|
|
|
(16,237 |
) |
|
Total other comprehensive income
|
|
|
(4,757 |
) |
|
|
(14,200 |
) |
|
Comprehensive income (loss)
|
|
|
(298,936 |
) |
|
|
81,762 |
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss) per basic common share
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of basic common shares outstanding
|
|
|
17,997,088 |
|
|
|
14,525,960 |
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss) per diluted common share
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of diluted common shares outstanding
|
|
|
17,997,088 |
|
|
|
14,543,911 |
|
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
| |
|
March 28,
2026
|
|
|
December 27,
2025
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
5,724,339 |
|
|
$ |
4,466,198 |
|
|
Marketable securities, at fair value
|
|
|
6,797,952 |
|
|
|
8,769,363 |
|
|
Accounts receivable-trade
|
|
|
3,779,089 |
|
|
|
5,235,307 |
|
|
Accounts receivable-other
|
|
|
201,013 |
|
|
|
380,948 |
|
|
Inventories, net
|
|
|
7,143,727 |
|
|
|
5,598,407 |
|
|
Prepaid expenses and other current assets
|
|
|
331,411 |
|
|
|
299,829 |
|
|
Total current assets
|
|
|
23,977,531 |
|
|
|
24,750,052 |
|
|
Property and equipment:
|
|
|
|
|
|
|
|
|
|
Production equipment
|
|
|
10,528,733 |
|
|
|
10,647,170 |
|
|
Furniture and office equipment
|
|
|
910,310 |
|
|
|
910,310 |
|
|
Leasehold improvements
|
|
|
997,830 |
|
|
|
997,830 |
|
|
Total cost
|
|
|
12,436,913 |
|
|
|
12,555,310 |
|
|
Accumulated depreciation and amortization
|
|
|
(10,801,044 |
) |
|
|
(10,877,927 |
) |
|
Construction in progress
|
|
|
828,107 |
|
|
|
459,671 |
|
|
Net property and equipment
|
|
|
2,463,976 |
|
|
|
2,137,054 |
|
|
Net intangible assets
|
|
|
20,794 |
|
|
|
21,778 |
|
|
Right-of-use lease asset
|
|
|
300,000 |
|
|
|
336,000 |
|
|
Deferred taxes, net
|
|
|
2,349,560 |
|
|
|
2,266,854 |
|
|
Total Assets
|
|
$ |
29,111,861 |
|
|
|
29,511,738 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
3,337,589 |
|
|
|
3,363,233 |
|
|
Accrued expenses
|
|
|
577,219 |
|
|
|
907,910 |
|
|
Deferred revenue
|
|
|
450,579 |
|
|
|
238,044 |
|
|
Lease liability, current portion
|
|
|
163,000 |
|
|
|
162,000 |
|
| |
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
4,528,387 |
|
|
|
4,671,187 |
|
| |
|
|
|
|
|
|
|
|
|
Deferred revenue – long term
|
|
|
31,277 |
|
|
|
31,277 |
|
|
Long term lease liability
|
|
|
137,000 |
|
|
|
174,000 |
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
4,696,664 |
|
|
|
4,876,464 |
|
|
Commitments & Contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, authorized 20,000,000 shares; issued 18,151,767 and 18,132,767 shares; outstanding 18,006,963 and 17,988,634 shares at each March 28, 2026 and December 27, 2025
|
|
|
181,510 |
|
|
|
181,320 |
|
|
Preferred stock, no shares issued or outstanding
|
|
|
– |
|
|
|
– |
|
|
Additional paid-in capital
|
|
|
50,377,081 |
|
|
|
50,295,019 |
|
|
Accumulated other comprehensive income
|
|
|
(4,618 |
) |
|
|
139 |
|
|
Accumulated deficit
|
|
|
(25,764,070 |
) |
|
|
(25,469,891 |
) |
|
Less cost of 144,804 and 144,133 common shares repurchased at each March 28, 2026 and December 27, 2025
|
|
|
(374,706 |
) |
|
|
(371,313 |
) |
| |
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
24,415,197 |
|
|
|
24,635,274 |
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$ |
29,111,861 |
|
|
$ |
29,511,738 |
|
Exhibit 99.2
|
CPS TECHNOLOGIES CORPORATION
Statements of Operations (Unaudited)
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Fiscal Quarters Ended
|
|
| |
|
March 28, 2026
|
|
|
March 29, 2025
|
|
| |
|
|
|
|
|
|
|
|
|
Product sales
|
|
$ |
7,028,748 |
|
|
$ |
7,505,921 |
|
| |
|
|
|
|
|
|
|
|
|
Cost of product sales
|
|
|
6,421,870 |
|
|
|
6,274,920 |
|
| |
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
606,878 |
|
|
|
1,231,001 |
|
|
Selling, general, and administrative expenses
|
|
|
1,129,512 |
|
|
|
1,101,350 |
|
| |
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(522,634 |
) |
|
|
129,651 |
|
|
Other income, net
|
|
|
146,205 |
|
|
|
50,476 |
|
| |
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(376,429 |
) |
|
|
180,127 |
|
|
Income tax provision (benefit)
|
|
|
(82,250 |
) |
|
|
84,165 |
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(294,179 |
) |
|
$ |
95,962 |
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on available for sale securities
|
|
|
(4,757 |
) |
|
|
2,037 |
|
|
Reclassification adjustment for gains included in net income
|
|
|
- |
|
|
|
(16,237 |
) |
|
Total other comprehensive income
|
|
|
(4,757 |
) |
|
|
(14,200 |
) |
|
Comprehensive income (loss)
|
|
|
(298,936 |
) |
|
|
81,762 |
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss) per basic common share
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of basic common shares outstanding
|
|
|
17,997,088 |
|
|
|
14,525,960 |
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss) per diluted common share
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of diluted common shares outstanding
|
|
|
17,997,088 |
|
|
|
14,543,911 |
|
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
| |
|
March 28,
2026
|
|
|
December 27,
2025
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
5,724,339 |
|
|
$ |
4,466,198 |
|
|
Marketable securities, at fair value
|
|
|
6,797,952 |
|
|
|
8,769,363 |
|
|
Accounts receivable-trade
|
|
|
3,779,089 |
|
|
|
5,235,307 |
|
|
Accounts receivable-other
|
|
|
201,013 |
|
|
|
380,948 |
|
|
Inventories, net
|
|
|
7,143,727 |
|
|
|
5,598,407 |
|
|
Prepaid expenses and other current assets
|
|
|
331,411 |
|
|
|
299,829 |
|
|
Total current assets
|
|
|
23,977,531 |
|
|
|
24,750,052 |
|
|
Property and equipment:
|
|
|
|
|
|
|
|
|
|
Production equipment
|
|
|
10,528,733 |
|
|
|
10,647,170 |
|
|
Furniture and office equipment
|
|
|
910,310 |
|
|
|
910,310 |
|
|
Leasehold improvements
|
|
|
997,830 |
|
|
|
997,830 |
|
|
Total cost
|
|
|
12,436,913 |
|
|
|
12,555,310 |
|
|
Accumulated depreciation and amortization
|
|
|
(10,801,044 |
) |
|
|
(10,877,927 |
) |
|
Construction in progress
|
|
|
828,107 |
|
|
|
459,671 |
|
|
Net property and equipment
|
|
|
2,463,976 |
|
|
|
2,137,054 |
|
|
Net intangible assets
|
|
|
20,794 |
|
|
|
21,778 |
|
|
Right-of-use lease asset
|
|
|
300,000 |
|
|
|
336,000 |
|
|
Deferred taxes, net
|
|
|
2,349,560 |
|
|
|
2,266,854 |
|
|
Total Assets
|
|
$ |
29,111,861 |
|
|
|
29,511,738 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
3,337,589 |
|
|
|
3,363,233 |
|
|
Accrued expenses
|
|
|
577,219 |
|
|
|
907,910 |
|
|
Deferred revenue
|
|
|
450,579 |
|
|
|
238,044 |
|
|
Lease liability, current portion
|
|
|
163,000 |
|
|
|
162,000 |
|
| |
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
4,528,387 |
|
|
|
4,671,187 |
|
| |
|
|
|
|
|
|
|
|
|
Deferred revenue – long term
|
|
|
31,277 |
|
|
|
31,277 |
|
|
Long term lease liability
|
|
|
137,000 |
|
|
|
174,000 |
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
4,696,664 |
|
|
|
4,876,464 |
|
|
Commitments & Contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, authorized 20,000,000 shares; issued 18,151,767 and 18,132,767 shares; outstanding 18,006,963 and 17,988,634 shares at each March 28, 2026 and December 27, 2025
|
|
|
181,510 |
|
|
|
181,320 |
|
|
Preferred stock, no shares issued or outstanding
|
|
|
– |
|
|
|
– |
|
|
Additional paid-in capital
|
|
|
50,377,081 |
|
|
|
50,295,019 |
|
|
Accumulated other comprehensive income
|
|
|
(4,618 |
) |
|
|
139 |
|
|
Accumulated deficit
|
|
|
(25,764,070 |
) |
|
|
(25,469,891 |
) |
|
Less cost of 144,804 and 144,133 common shares repurchased at each March 28, 2026 and December 27, 2025
|
|
|
(374,706 |
) |
|
|
(371,313 |
) |
| |
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
24,415,197 |
|
|
|
24,635,274 |
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$ |
29,111,861 |
|
|
$ |
29,511,738 |
|
