Form 8-K
8-K — CPS TECHNOLOGIES CORP/DE/
Accession: 0001437749-26-035609
Filed: 2026-11-06
Period: 2026-11-03
CIK: 0000814676
SIC: 3260 (POTTERY & RELATED PRODUCTS)
Item: Results of Operations and Financial Condition
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — cpsh20261105_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_1039729.htm)
EX-99.2 — EXHIBIT 99.2 (ex_1040310.htm)
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8-K — FORM 8-K
8-K (Primary)
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2026-11-03
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): November 3, 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 November 3, 2026, the Company issued a press release announcing its financial results for the three months ended September 26, 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 November 3, 2026 of CPS Technologies Corp. announcing its financial results for the three months ended September, 26, 2026
99.2
Financial results for the three months ended September, 26, 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: November 6, 2026
/s/ Chis Fraser.
Chris Fraser.
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex_1039729.htm · Sequence: 2
ex_1039729.htm
Exhibit 99.1
FOR RELEASE: IMMEDIATE
CPS Technologies Announces Third Quarter 2026 Financial Results
Margin Expansion and Record Quarterly Revenue as Company Finalizes Plans for New Facility
Norton, Massachusetts – November 3, 2026 – CPS Technologies Corp. (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for its fiscal third quarter ended September 26, 2026.
Third Quarter Summary
●
Revenue of $8.9 million, reflecting strong ongoing demand for the Company’s growing array of mission-critical products.
●
Gross margin of 20.9 percent and operating profit of $0.4 million.
●
Announced that the Company had received its first order from a defense contractor for tungsten alloy components manufactured using the Company’s proprietary QuickSet Injection MoldingTM process.
●
CPS also signed a long-term lease during the quarter for an 80,000-square-foot facility – approximately twice the size of its current location – in Attleboro, Massachusetts to expand production and increase efficiency.
●
Received new volume orders from an existing customer and large semiconductor manufacturer establishing continued deliveries into fiscal 2027.
“We are pleased to report solid progress this quarter on a number of fronts,” said Brian Mackey, President and CEO. “Due to higher demand and increased production, our quarterly revenue rose to a new high and gross margins expanded to 20.9% – a level not seen since during our HybridTech Armor® contracts more than three years ago. This proves the resilience of our product lines, interest in our broadening portfolio of offerings, and sound operating execution. We also recently announced the signing of a lease in nearby Attleboro that will allow CPS to further expand operations in support of increased top line growth and higher returns for our shareholders. Detailed planning is well underway with the support of Dacon Corporation, our construction management partner, as well as various engineers and contractors. While exploring ways to potentially initiate a partial move earlier in 2027, complex production requirements likely mean the full buildout will continue into the second half of next year. In the meantime, I’m also pleased to announce that, once again, we have secured significant volume orders for our high-performance products from the Company’s biggest customer, a semiconductor manufacturer, at levels consistent with the prior-year period. These components are integrated into systems supporting high-speed rail as well as energy and grid infrastructure. Given this backdrop, we believe the Company is in excellent shape for continued growth and higher financial results heading into fiscal 2027.”
Results of Operations
CPS reported revenue of $8.9 million for the third quarter of fiscal 2026 versus $8.8 million in the prior-year period. Gross profit was $1.9 million, or 20.9 percent of revenue, versus $1.5 million, or 17.1 percent of revenue, in the fiscal 2025 third quarter.
Operating profit was $0.4 million in the fiscal 2026 third quarter compared with $0.3 million in the prior-year period; SG&A expenses rose approximately $0.2 million year-over-year. Reported net income for the quarter was $0.6 million, or $0.03 per diluted share, versus $0.2 million, or $0.01 per diluted share, in the quarter ended September 27, 2025.
Page 2
Conference Call
The Company will be hosting its third quarter 2026 earnings call tomorrow, November 4, 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: 258164
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 2025 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
Page 3
CPS TECHNOLOGIES CORP.
Statements of Operations and Other Comprehensive Income (Loss)
(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
Page 4
CPS TECHNOLOGIES CORP.
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
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
14,061,716
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
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: ex_1040310.htm · Sequence: 3
ex_1040310.htm
Exhibit 99.2
CPS TECHNOLOGIES CORP.
Statements of Operations and Other Comprehensive Income (Loss)
(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
CPS TECHNOLOGIES CORP.
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
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
14,061,716
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
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Document And Entity Information
Nov. 03, 2026
Document Information [Line Items]
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Entity, Tax Identification Number
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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