Cps Technologies Corp 8-K, filed Mar 14, 2025
Cps Technologies Corp (CPSH)
About this 8-K
Cps Technologies Corp filed this 8-K on March 14, 2025, reporting on events of March 12, 2025.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4( c)) under the Exchange Act (17 CFR 240.13e-4(c)).
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Title of each class
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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.
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CPS Technologies Corp.
(Registrant) |
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Date: March 14, 2025
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/s/ Charles K. Griffith, Jr.
Charles K. Griffith Jr. Chief Financial Officer |
Exhibit 99.1
FOR RELEASE: IMMEDIATE
CPS Technologies Corporation Announces Fourth Quarter 2024 Financial Results
Top Line Growth Set to Continue; Improving Outlook for 2025
Norton, Massachusetts – March 12, 2025 – CPS Technologies Corporation (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for the fiscal fourth quarter ended December 28, 2024.
Fourth Quarter Summary
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Revenue of $5.9 million for the fourth quarter of 2024 versus $6.7 million in the prior-year period, reflecting the previously-announced fulfillment of the Company’s HybridTech Armor® contract with Kinetic Protection for the U.S. Navy; revenue rose significantly relative to the third quarter of 2024, due to higher production rates and associated customer shipments. In addition, fourth quarter revenue was slightly higher than first quarter revenue, demonstrating that the Company has fully replaced its armor contract with revenue from other products. |
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After the end of the quarter, the Company announced three Phase I SBIR contracts, raising the number of externally funded programs to six, including five SBIRs. All three new contracts are funded by the U.S. Army, with each valued at $250,000 over six months. Two of them address advanced challenges related to artillery, and the third aims to enhance fuel efficiency and extend the operational range of military vehicles using the Company’s Fiber Reinforced Aluminum (FRA). |
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The Company also recently announced its first commercial sale of radiation shielding, signifying the first new successful expansion of its product offerings in many years. |
“As we enter 2025, we are achieving critical milestones as we execute our plan to leverage our unique materials capabilities and bring new products to market,” said Brian Mackey, President and CEO. “These efforts – led by our first commercial order for radiation shielding as well as Army SBIR funding in support of Fiber Reinforced Aluminum (FRA) – will expand our product portfolio into promising new areas, including vehicles, aircraft, munitions, and industrial applications. Our highly successful approach to externally funded research awards validates our ability to develop unique new offerings with critical material properties for demanding operating conditions.
“Revenue rose 40% sequentially from the third quarter, due in large measure to an added third shift and increased production capacity. With improved top-line performance in the fourth quarter versus earlier periods in fiscal 2024, as well as higher backlog, we are positioning the company for stronger results going forward. The increased demand for our core products, including our ongoing $13.3 million power module contract, bolsters our outlook for 2025. As revenue continues to rise and our operations improve, we are well on our way to being profitable once again. The future looks bright for CPS.”
Results of Operations
CPS reported revenue of $5.9 million in the fourth quarter of fiscal 2024 versus $6.7 million in the prior-year period, reflecting the end to the Company’s HybridTech Armor® contract with Kinetic Protection for the U.S. Navy. Gross loss was $0.3 million, or (4.6) percent of revenue, versus gross profit of $1.1 million, or 17.0 percent of revenue, in the fiscal 2023 fourth quarter, with the lower gross margin year-over-year largely due to lower volumes and reduced economies of scale, along with training and startup expenses related to the initiation of a third shift of operations.
Operating loss was $1.3 million in the fiscal 2024 fourth quarter compared with operating profit of $0.1 million in the prior-year period. Reported net loss was $1.0 million, or $(0.07) per diluted share, versus net income of $0.2 million, or $0.01 per diluted share, in the quarter ended December 30, 2023.
Conference Call
The Company will be hosting its fourth quarter 2024 earnings call tomorrow, March 13, 2024, at 9:00am Eastern. Those interested in participating in the conference call should dial the following:
Call in Number: 1-800-346-2923
Participant Passcode: 785874
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.
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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CPS TECHNOLOGIES CORPORATION |
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Statements of Operations (Unaudited) |
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Three Months Ended |
Year Ended |
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December 28, |
December 30, |
December 28, |
December 30, |
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2024 |
2023 |
2024 |
2023 |
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Revenues: |
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| Product sales | $ | 5,933,283 | $ | 6,747,199 | $ | 21,123,346 | $ | 27,550,646 | ||||||||
| Total revenues | $ | 5,933,283 | $ | 6,747,199 | $ | 21,123,346 | $ | 27,550,646 | ||||||||
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Cost of product sales |
6,204,808 | 5,598,616 | 21,241,984 | 20,725,237 | ||||||||||||
| Gross Profit (Loss) | $ | (271,525 | ) | 1,148,583 | $ | (118,638 | ) | 6,825,409 | ||||||||
| Selling, general, and administrative expense | 1,047,459 | 1,004,948 | 4,262,290 | 5,126,046 | ||||||||||||
| Income (Loss) from operations | $ | (1,318,984 | ) | 143,635 | $ | (4,380,928 | ) | 1,699,363 | ||||||||
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Interest/Other income (expense) |
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| 45,134 | 80,823 | 286,979 | 253,018 | |||||||||||||
| Net income (Loss) before income tax | $ | (1,273,850 | ) | 224,458 | $ | (4,093,949 | ) | 1,952,381 | ||||||||
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Income tax provision (benefit) |
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| $ | (278,697 | ) | 84,948 | $ | (958,500 | ) | 582,085 | |||||||||
| Net income | $ | (995,153 | ) | $ | 139,510 | $ | (3,135,449 | ) | $ | 1,370,296 | ||||||
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| Wtd. Avg. basic common shares outstanding - diluted | 14,525,960 | 14,617,473 | 14,522,513 | 14,628,811 | ||||||||||||
| Net income per basic common share | $ | (0.07 | ) | $ | 0.01 | $ | (0.22 | ) | $ | 0.09 | ||||||
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
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December 28, |
December 30, |
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2024 |
2023 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 3,280,687 | $ | 8,813,626 | ||||
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Marketable securities, at fair value |
1,031,001 | – | ||||||
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Accounts receivable-trade, net |
4,858,208 | 4,389,155 | ||||||
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Accounts receivable-other |
177,068 | 83,191 | ||||||
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Inventories |
4,331,066 | 4,581,930 | ||||||
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Prepaid expenses and other current assets |
480,986 | 276,349 | ||||||
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Total current assets |
14,159,016 | 18,144,251 | ||||||
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Property and equipment: |
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Production equipment |
10,382,379 | 11,271,982 | ||||||
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Furniture and office equipment |
891,921 | 952,883 | ||||||
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Leasehold improvements |
997,830 | 985,649 | ||||||
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Total cost |
12,272,130 | 13,210,514 | ||||||
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Accumulated depreciation and amortization |
(10,377,756 | ) | (11,936,004 | ) | ||||
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Construction in progress |
108,874 | 281,629 | ||||||
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Net property and equipment |
2,003,248 | 1,556,139 | ||||||
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Right-of-use lease asset |
186,000 | 332,000 | ||||||
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Deferred taxes, net |
2,528,682 | 1,569,726 | ||||||
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Total assets |
$ | 18,876,946 | $ | 21,602,116 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Notes payable, current portion |
$ | 8,130 | $ | 46,797 | ||||
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Accounts payable |
3,053,712 | 2,535,086 | ||||||
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Accrued expenses |
913,279 | 1,075,137 | ||||||
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Deferred revenue |
172,429 | 251,755 | ||||||
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Lease liability, current portion |
160,000 | 160,000 | ||||||
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Total current liabilities |
4,307,550 | 4,068,775 | ||||||
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Notes payable less current portion |
- | 8,090 | ||||||
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Deferred revenue – long term |
31,277 | 31,277 | ||||||
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Long term lease liability |
26,000 | 172,000 | ||||||
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Total liabilities |
4,364,827 | 4,280,142 | ||||||
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Commitments & Contingencies |
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Stockholders’ Equity: |
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Common stock, $0.01 par value, authorized 20,000,000 shares; issued 14,661,487 and 14, 601,487 shares; outstanding 14,525,960 and 14, 519,215; at December 28, 2024 and December 30, 2023, respectively |
146,615 | 146,015 | ||||||
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Preferred stock, no shares issued or outstanding |
– | – | ||||||
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Additional paid-in capital |
40,580,387 | 40,180,893 | ||||||
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Accumulated other comprehensive income |
15,500 | – | ||||||
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Accumulated deficit |
(25,890,245 | ) | (22,754,796 | ) | ||||
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Less cost of 135,527 and 82,272 common shares repurchased at December 28, 2024 and December 30, 2023, respectively |
(340,138 | ) | (250,138 | ) | ||||
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Total stockholders’ equity |
14,512,119 | 17,321,974 | ||||||
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Total liabilities and stockholders’ equity |
$ | 18,876,946 | $ | 21,602,116 | ||||
Exhibit 99.2
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CPS TECHNOLOGIES CORPORATION |
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Statements of Operations (Unaudited) |
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Three Months Ended |
Year Ended |
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December 28, |
December 30, |
December 28, |
December 30, |
|||||||||||||
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2024 |
2023 |
2024 |
2023 |
|||||||||||||
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Revenues: |
||||||||||||||||
| Product sales | $ | 5,933,283 | $ | 6,747,199 | $ | 21,123,346 | $ | 27,550,646 | ||||||||
| Total revenues | $ | 5,933,283 | $ | 6,747,199 | $ | 21,123,346 | $ | 27,550,646 | ||||||||
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Cost of product sales |
6,204,808 | 5,598,616 | 21,241,984 | 20,725,237 | ||||||||||||
| Gross Profit (Loss) | $ | (271,525 | ) | 1,148,583 | $ | (118,638 | ) | 6,825,409 | ||||||||
| Selling, general, and administrative expense | 1,047,459 | 1,004,948 | 4,262,290 | 5,126,046 | ||||||||||||
| Income (Loss) from operations | $ | (1,318,984 | ) | 143,635 | $ | (4,380,928 | ) | 1,699,363 | ||||||||
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Interest/Other income (expense) |
||||||||||||||||
| 45,134 | 80,823 | 286,979 | 253,018 | |||||||||||||
| Net income (Loss) before income tax | $ | (1,273,850 | ) | 224,458 | $ | (4,093,949 | ) | 1,952,381 | ||||||||
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Income tax provision (benefit) |
||||||||||||||||
| $ | (278,697 | ) | 84,948 | $ | (958,500 | ) | 582,085 | |||||||||
| Net income | $ | (995,153 | ) | $ | 139,510 | $ | (3,135,449 | ) | $ | 1,370,296 | ||||||
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||||||||||||||||
| Wtd. Avg. basic common shares outstanding - diluted | 14,525,960 | 14,617,473 | 14,522,513 | 14,628,811 | ||||||||||||
| Net income per basic common share | $ | (0.07 | ) | $ | 0.01 | $ | (0.22 | ) | $ | 0.09 | ||||||
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
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December 28, |
December 30, |
|||||||
|
2024 |
2023 |
|||||||
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ASSETS |
||||||||
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Current assets: |
||||||||
|
Cash and cash equivalents |
$ | 3,280,687 | $ | 8,813,626 | ||||
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Marketable securities, at fair value |
1,031,001 | – | ||||||
|
Accounts receivable-trade, net |
4,858,208 | 4,389,155 | ||||||
|
Accounts receivable-other |
177,068 | 83,191 | ||||||
|
Inventories |
4,331,066 | 4,581,930 | ||||||
|
Prepaid expenses and other current assets |
480,986 | 276,349 | ||||||
|
Total current assets |
14,159,016 | 18,144,251 | ||||||
|
Property and equipment: |
||||||||
|
Production equipment |
10,382,379 | 11,271,982 | ||||||
|
Furniture and office equipment |
891,921 | 952,883 | ||||||
|
Leasehold improvements |
997,830 | 985,649 | ||||||
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Total cost |
12,272,130 | 13,210,514 | ||||||
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Accumulated depreciation and amortization |
(10,377,756 | ) | (11,936,004 | ) | ||||
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Construction in progress |
108,874 | 281,629 | ||||||
|
Net property and equipment |
2,003,248 | 1,556,139 | ||||||
|
Right-of-use lease asset |
186,000 | 332,000 | ||||||
|
Deferred taxes, net |
2,528,682 | 1,569,726 | ||||||
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Total assets |
$ | 18,876,946 | $ | 21,602,116 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
||||||||
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Notes payable, current portion |
$ | 8,130 | $ | 46,797 | ||||
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Accounts payable |
3,053,712 | 2,535,086 | ||||||
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Accrued expenses |
913,279 | 1,075,137 | ||||||
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Deferred revenue |
172,429 | 251,755 | ||||||
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Lease liability, current portion |
160,000 | 160,000 | ||||||
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Total current liabilities |
4,307,550 | 4,068,775 | ||||||
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Notes payable less current portion |
- | 8,090 | ||||||
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Deferred revenue – long term |
31,277 | 31,277 | ||||||
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Long term lease liability |
26,000 | 172,000 | ||||||
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Total liabilities |
4,364,827 | 4,280,142 | ||||||
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Commitments & Contingencies |
||||||||
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Stockholders’ Equity: |
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Common stock, $0.01 par value, authorized 20,000,000 shares; issued 14,661,487 and 14, 601,487 shares; outstanding 14,525,960 and 14, 519,215; at December 28, 2024 and December 30, 2023, respectively |
146,615 | 146,015 | ||||||
|
Preferred stock, no shares issued or outstanding |
– | – | ||||||
|
Additional paid-in capital |
40,580,387 | 40,180,893 | ||||||
|
Accumulated other comprehensive income |
15,500 | – | ||||||
|
Accumulated deficit |
(25,890,245 | ) | (22,754,796 | ) | ||||
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Less cost of 135,527 and 82,272 common shares repurchased at December 28, 2024 and December 30, 2023, respectively |
(340,138 | ) | (250,138 | ) | ||||
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Total stockholders’ equity |
14,512,119 | 17,321,974 | ||||||
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Total liabilities and stockholders’ equity |
$ | 18,876,946 | $ | 21,602,116 | ||||