8-K

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 29, 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
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(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

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Item 2.02 Results of Operations and Financial Condition

On October 29, 2025, the Company issued a press release announcing its financial results for the three months ended September 27, 2025. 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
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99.1	Press release dated October 29, 2025 of CPS Technologies Corp. announcing its financial results for the three months ended September 27, 2025
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99.2	Financial results for the three and six months ended September 27, 2025
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: October 31, 2025

/s/ Charles K. Griffith, Jr.

Charles K. Griffith Jr.

Chief Financial Officer

ex_880031.htm

Exhibit 99.1

FOR RELEASE: IMMEDIATE

CPS Technologies Announces Third Quarter 2025 Financial Results

Record Sales of $8.8 Million; On Track for Best Revenue Year in Company History

Norton, Massachusetts – October 29, 2025 – CPS Technologies Corporation (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for the fiscal third quarter ended September 27, 2025.

Third Quarter Highlights

●	Revenue of $8.8 million, more than doubling the $4.2 million in revenue from the prior-year period, reflecting continued strong demand for the Company’s core product lines; this represents the Company’s third consecutive quarter of record revenue.
●	Gross margin of 17.1 percent versus a gross loss in the prior-year period.
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●	Operating profit of $0.3 million for the quarter compared to an operating loss of $(1.5) million in the prior-year period.
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●	After the quarter, CPS announced a $15.5 million follow-on contract with a major multinational semiconductor manufacturer to deliver advanced power module components over a 12-month period which began October 1, 2025; this is a 16.5% year-over-year increase in business from the customer.
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●	The Company also announced two recent government-funded research awards: a Phase I Small Business Innovation Research (SBIR) contract from the U.S. Department of Energy, valued at approximately $125,000 through April, 2026; and a Phase II, two-year, $1.15 million Small Business Technology Transfer (STTR) contract with the U.S. Army to further the Company’s development of a controlled fragmentation tungsten warhead.
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●	On October 8, 2025 the Company closed on a public offering that brought in net proceeds of $9.5 million, to be used for general corporate purposes including the expansion of CPS’ production capabilities through the move to a larger facility.
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“We are pleased to announce another quarter of strong performance, as we remain on track for 2025 to be our best sales year ever,” said Brian Mackey, President and CEO. “Margin expansion continues to be an area of considerable focus, and the recent capital raise will enable us to expand and improve our manufacturing operations while maintaining a solid growth trajectory. Our two newest government-funded research contracts bring our number of program awards in 2025 to six, which will strengthen our portfolio of market-driven technology and enhance our long-term outlook. In addition, our new contract with a long-standing customer affirms the continued strong demand for our core products. We believe the Company is poised to finish its best year ever, and is well positioned for growth in 2026 and beyond.”

Results of Operations

CPS reported revenue of $8.8 million in the third quarter of fiscal 2025 versus $4.2 million in the prior-year period, reflecting higher production rates and increased shipments. Gross profit was $1.5 million, or 17.1 percent of revenue, versus a gross loss of ${0.5) million, or (12.3) percent of revenue, in the fiscal 2024 third quarter, with the year-over-year increase due to higher sales and greater production efficiencies.

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Page 2

Operating profit was $0.3 million in the fiscal 2025 third quarter compared with an operating loss of $(1.5) million in the prior-year period. Reported net income was $0.2 million, or $0.01 per diluted share, versus a net loss of $(1.0) million, or $(0.07) per diluted share, in the quarter ended September 28, 2024.

Conference Call

The Company will be hosting its third quarter 2025 earnings call tomorrow, October 30, 2025, 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: 587233

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 a technology and manufacturing leader in producing high-performance materials solutions for its customers. The company’s products and intellectual property address critical needs in a variety of applications, including electric trains and subway cars, wind turbines, hybrid vehicles, electric vehicles, Navy ships, the smart electric grid, 5G infrastructure and others. CPS hermetic packages can be found in many Aerospace and Satellite applications. CPS’ armor products provide exceptional ballistic protection and environmental durability at very light weight. CPS is committed to innovation and to supporting our customers in building solutions for the transition to clean energy. The Company articulates its Vision as follows: “To pioneer the next generation of high-performance materials and solve the world’s toughest engineering challenges.”

Safe Harbor

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

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Page 3

	Three Months Ended						Nine Months Ended
	September 27, 2025			September 28, 2024			September 27, 2025		September 28, 2024
Product sales	$	8,803,695		$	4,247,116		$	24,388,272	$	15,190,063
Cost of product sales		7,301,129			4,770,548			20,318,390		15,037,177
Gross profit		1,502,566			-523,432			4,069,882		152,886
Selling, general, and administrative expenses		1,226,484			963,064			3,527,223		3,214,831
Income (loss) from operations		276,082			(1,486,496	)		542,659		(3,061,945	)
Other income, net		45,483			70,974			114,985		241,845
Net income (loss) before income taxes		321,565			(1,415,522	)		657,644		(2,820,100	)
Income tax provision (benefit)		113,601			(372,683	)		249,885		(679,803	)
Net income (loss)	$	207,964		$	(1,042,839	)	$	407,759	$	(2,140,297	)
Other comprehensive income
Net unrealized gains (losses)on available for sale securities		(2,293	)		8,745			7,913		17,446
Reclassification adjustment for gains included in net income		-			-			-16,237		-
Total other comprehensive income (loss)		(2,293	)		8,745			-8,324		17,446
Comprehensive income (loss)		205,671			(1,034,094	)		399,435		(2,122,851	)
Net income (loss) per basic common share	$	0.01		$	(0.07	)	$	0.03	$	(0.15	)
Weighted average number of basic common shares outstanding		14,527,126			14,525,664			14,526,349		14,521,365
Net income (loss) per diluted common share	$	0.01		$	(0.07	)	$	0.03	$	(0.15	)
Weighted average number of diluted common shares outstanding		14,674,384			14,525,664			14,598,576		14,521,365

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CPS TECHNOLOGIES CORP.

Balance Sheets (Unaudited)

			December 28,<br><br> <br>2024
ASSETS
Current assets:
Cash and cash equivalents	3,234,142		$	3,280,687
Marketable securities, at fair value	1,054,079			1,031,001
Accounts receivable-trade	5,400,080			4,858,208
Accounts receivable-other	376,652			177,068
Inventories, net	5,383,680			4,331,066
Prepaid expenses and other current assets	328,249			480,986
Total current assets	15,776,882			14,159,016
Property and equipment:
Production equipment	10,599,479			10,382,379
Furniture and office equipment	910,310			891,921
Leasehold improvements	997,830			997,830
Total cost	12,507,619			12,272,130
Accumulated depreciation and amortization	(10,737,391	)		(10,377,756	)
Construction in progress	216,193			108,874
Net property and equipment	1,986,421			2,003,248
Net intangible assets	23,746			-
Right-of-use lease asset	370,000			186,000
Deferred taxes, net	2,279,253			2,528,682
Total Assets	20,436,302			18,876,946
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable, current portion	-			8,130
Accounts payable	3,530,052			3,053,712
Accrued expenses	1,298,268			913,279
Deferred revenue	74,257			172,429
Lease liability, current portion	161,000			160,000
Total current liabilities	5,063,577			4,307,550
Deferred revenue – long term	31,277			31,277
Long term lease liability	209,000			26,000
Total liabilities	5,303,854			4,364,827
Commitments & Contingencies
Stockholders’ equity:
Common stock, 0.01 par value, authorized 20,000,000 shares; issued 14,666,987 and 14,661,487 shares; outstanding 14,529,277 and 14,525,960 shares at September 27, 2025 and December 28, 2024, respectively	146,670			146,615
Additional paid-in capital	40,809,151			40,580,387
Accumulated other comprehensive income	7,176			15,500
Accumulated deficit	(25,482,486	)		(25,890,245	)
Less cost of 137,710 and 135,527 common shares repurchased at September 27, 2025 and December 28, 2024, respectively	(348,063	)		(340,138	)
Total stockholders’ equity	15,132,448			14,512,119
Total liabilities and stockholders’ equity	20,436,302		$	18,876,946

All values are in US Dollars.

ex_880032.htm

Exhibit 99.2

CPS TECHNOLOGIES CORPORATION
Statements of Operations (Unaudited)
	Three Months Ended						Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---	---
	September 27, 2025			September 28, 2024			September 27, 2025		September 28, 2024
Product sales	$	8,803,695		$	4,247,116		$	24,388,272	$	15,190,063
Cost of product sales		7,301,129			4,770,548			20,318,390		15,037,177
Gross profit		1,502,566			-523,432			4,069,882		152,886
Selling, general, and administrative expenses		1,226,484			963,064			3,527,223		3,214,831
Income (loss) from operations		276,082			(1,486,496	)		542,659		(3,061,945	)
Other income, net		45,483			70,974			114,985		241,845
Net income (loss) before income taxes		321,565			(1,415,522	)		657,644		(2,820,100	)
Income tax provision (benefit)		113,601			(372,683	)		249,885		(679,803	)
Net income (loss)	$	207,964		$	(1,042,839	)	$	407,759	$	(2,140,297	)
Other comprehensive income
Net unrealized gains (losses)on available for sale securities		(2,293	)		8,745			7,913		17,446
Reclassification adjustment for gains included in net income		-			-			-16,237		-
Total other comprehensive income (loss)		(2,293	)		8,745			-8,324		17,446
Comprehensive income (loss)		205,671			(1,034,094	)		399,435		(2,122,851	)
Net income (loss) per basic common share	$	0.01		$	(0.07	)	$	0.03	$	(0.15	)
Weighted average number of basic common shares outstanding		14,527,126			14,525,664			14,526,349		14,521,365
Net income (loss) per diluted common share	$	0.01		$	(0.07	)	$	0.03	$	(0.15	)
Weighted average number of diluted common shares outstanding		14,674,384			14,525,664			14,598,576		14,521,365

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Page 2

CPS TECHNOLOGIES CORP.

Balance Sheets (Unaudited)

			December 28,<br><br> <br>2024
ASSETS
Current assets:
Cash and cash equivalents	3,234,142		$	3,280,687
Marketable securities, at fair value	1,054,079			1,031,001
Accounts receivable-trade	5,400,080			4,858,208
Accounts receivable-other	376,652			177,068
Inventories, net	5,383,680			4,331,066
Prepaid expenses and other current assets	328,249			480,986
Total current assets	15,776,882			14,159,016
Property and equipment:
Production equipment	10,599,479			10,382,379
Furniture and office equipment	910,310			891,921
Leasehold improvements	997,830			997,830
Total cost	12,507,619			12,272,130
Accumulated depreciation and amortization	(10,737,391	)		(10,377,756	)
Construction in progress	216,193			108,874
Net property and equipment	1,986,421			2,003,248
Net intangible assets	23,746			-
Right-of-use lease asset	370,000			186,000
Deferred taxes, net	2,279,253			2,528,682
Total Assets	20,436,302			18,876,946
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable, current portion	-			8,130
Accounts payable	3,530,052			3,053,712
Accrued expenses	1,298,268			913,279
Deferred revenue	74,257			172,429
Lease liability, current portion	161,000			160,000
Total current liabilities	5,063,577			4,307,550
Deferred revenue – long term	31,277			31,277
Long term lease liability	209,000			26,000
Total liabilities	5,303,854			4,364,827
Commitments & Contingencies
Stockholders’ equity:
Common stock, 0.01 par value, authorized 20,000,000 shares; issued 14,666,987 and 14,661,487 shares; outstanding 14,529,277 and 14,525,960 shares at September 27, 2025 and December 28, 2024, respectively	146,670			146,615
Additional paid-in capital	40,809,151			40,580,387
Accumulated other comprehensive income	7,176			15,500
Accumulated deficit	(25,482,486	)		(25,890,245	)
Less cost of 137,710 and 135,527 common shares repurchased at September 27, 2025 and December 28, 2024, respectively	(348,063	)		(340,138	)
Total stockholders’ equity	15,132,448			14,512,119
Total liabilities and stockholders’ equity	20,436,302		$	18,876,946

All values are in US Dollars.