cpsh20260328

cpsh20260328_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended March 28, 2026

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 0-16088

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	04-2832509 (I.R.S. Employer Identification No.)

111 South Worcester Street Norton MA (Address of principal executive offices)	02766-2102 (Zip Code)

(508) 222-0614

Registrant’s Telephone Number, including Area Code:

CPS TECHNOLOGIES CORP.

111 South Worcester Street

Norton, MA 02766-2102

Former Name, Former Address and Former Fiscal Year if Changed since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): ☐ Yes ☒ No

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of shares of common stock outstanding as of April 28, 2026: 18,006,963.

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (Unaudited)

CPS TECHNOLOGIES CORP.

Condensed 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		10,528,773			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 (loss)		(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

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.

Condensed Statements of Operations and Other Comprehensive Income (Loss)

(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

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 28, 2026 AND MARCH 29, 2025

	Common Stock
	Number of shares issued		Par Value		Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive income (loss)			Stock repurchased			Total stockholders’ equity
Balance at December 27, 2025		18,132,767	$	181,320	$	50,295,019	$	(25,469,891	)	$	139		$	(371,313	)	$	24,635,274
Share-based compensation expense		—		—		48,249		—			—			—			48,249
Net unrealized gains on available for sale securities		—		—		—		—			(4,757	)		—			(4,757	)
Employee option exercises		19,000		190		33,813								(3,393	)		30,610
Net loss		—		—		—		(294,179	)		—			—			(294,179	)
Balance at March 28, 2026		18,151,767	$	181,510	$	50,377,081	$	(25,764,070	)	$	(4,618	)	$	(374,706	)	$	24,415,197

Balance at December 28, 2024		14,661,487	$	146,615	$	40,580,387	$	(25,890,245	)		15,500		$	(340,138	)	$	14,512,119
Share-based compensation expense		—		—		122,186		—			—			—			122,186
Net unrealized gains on available for sale securities		—		—		—		—			2,037			—			2,037
Reclassification adjustment for gains included in net income		—		—		—		—			(16,237	)		—			(16,237	)
Net income		—		—		—		95,962			—			—			95,962
Balance at March 29,2025		14,661,487		146,615	$	40,702,573	$	(25,794,283	)		1,300		$	(340,138	)	$	14,716,067

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.

Condensed Statements of Cash Flows (Unaudited)

	Fiscal Quarters Ended
	March 28, 2026			March 29, 2025

Cash flows from operating activities:
Net income (loss)	$	(294,179	)	$	95,962
Adjustments to reconcile net income (loss) to cash (used in) operating activities:
Depreciation and amortization		151,198			164,738
Share-based compensation		48,249			122,186
Deferred taxes		(82,706	)		83,709
Realized gain on sale of marketable securities		(29,970	)		(26,068	)
Changes in:
Accounts receivable - trade		1,456,218			(1,444,442	)
Accounts receivable - other		179,935			(33,407	)
Inventories		(1,545,320	)		(481,767	)
Prepaid expenses and other current assets		(31,582	)		91,222
Accounts payable		(25,644	)		81,840
Accrued expenses		(330,691	)		157,653
Deferred revenue		212,535			(64,349	)

Net cash (used in) operating activities		(291,957	)		(1,252,723	)

Cash flows from investing activities:
Purchases of property and equipment		(475,836	)		(93,070	)
Acquisition cost of patents and trademarks		(1,300	)		-
Proceeds from sale of marketable securities		5,257,000			518,000
Purchases of marketable securities		(3,260,376	)		(514,845	)

Net cash provided by (used in) investing activities		1,519,488			(89,915	)

Cash flows from financing activities:
Proceeds from employee stock options		30,610			-
Payments on note payable		-			(8,130	)

Net cash provided by (used in) financing activities		30,610			(8,130	)

Net increase (decrease) in cash and cash equivalents		1,258,141			(1,350,768	)
Cash and cash equivalents at beginning of period		4,466,198			3,280,687

Cash and cash equivalents at end of period	$	5,724,339		$	1,929,919

Supplemental disclosures of cash flows information:
Cash paid for interest	$	-		$	26
Net exercise of stock options	$	3,393		$	-

See accompanying notes to condensed financial statements.

CPS TECHNOLOGIES CORP.

Notes to Condensed Financial Statements

(Unaudited)

(1) Nature of Business

CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive and other industries. The Company’s primary advanced material solution is metal-matrix composites ("MMC") which are a combination of metal and ceramic.

CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.

Using its proprietary MMC technology, the Company also produces light-weight armor, particularly for extreme environments and heavy threat levels.

The Company also engages in research and development, in some cases government funded and in others internally funded, focused on developing new products in response to customer requirements. These products expand our offerings in existing markets and enable penetration into new markets.

The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic and defense markets.

(2) Summary of Significant Accounting Policies

As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles and should be read in conjunction with the audited financial statements and related notes included in the 2025 Annual Report.

The accompanying financial statements are unaudited. In the opinion of management, the unaudited financial statements of CPS reflect all normal recurring adjustments which are necessary to present fairly the financial position and results of operations for such periods.

The Company’s balance sheet at December 27, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended December 27, 2025 and in CPS’s other SEC reports, which are accessible on the SEC’s website at www.sec.gov and the Company’s website at www.cpstechnologysolutions.com.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

(3) Future Application of Accounting Standards

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). The standard requires certain details for expenses presented on the face of the Statements of Operations and Comprehensive Income (Loss) as well as selling expenses to be presented in the notes to the financial statements on an interim and annual basis. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027. The amendment can be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently assessing the impact of this standard.

(4) Use of Estimates

The preparation of the Condensed Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

(5) Marketable Securities

Investments consist of U.S. Treasury Bills with maturities up to one year. Since it is not currently managements intention to hold these debt securities until the maturity dates, these have been classified as available-for-sale (“AFS”) and are recorded on the balance sheet at fair value, with changes in fair value recorded as a component of other comprehensive income.

(6) Fair value of Marketable Securities

ASC 820, Fair Value Measurements (“ASC 820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. CPS’ marketable securities consist solely of US Government bonds and treasury bills with a maturity of 12 months or less and which fall under Level II of the fair value hierarchy. The value of these securities as of March 28, 2026 was $6,797,952 and, as of December 27, 2025, was $8,769,363.

	March 28, 2026			December 27, 2025
Cost basis	$	6,802,570			8,769,502
Unrealized gain (loss)	$	(4,618	)		139
Total fair value	$	6,797,952			8,769,363

(7) Net Income (Loss) Per Common and Common Equivalent Share

Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) by the sum of the weighted average number of common shares plus additional common shares that would have been outstanding if potential dilutive common shares had been issued for granted stock options and stock purchase rights. Had there been a profit in Q1 2026, the dilutive effect would have been 364,994 shares. Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

The following table presents the calculation of both basic and diluted EPS:

	Three Months Ended
	March 28, 2026			March 29, 2025

Basic EPS Computation:
Numerator:
Net income (loss)	$	(294,179	)	$	95,962
Denominator:
Weighted average common shares outstanding		17,997,088			14,525,960
Basic EPS	$	(0.02	)	$	0.01
Diluted EPS Computation:
Numerator:
Net income (loss)	$	(294,179	)	$	95,962
Denominator:
Weighted average common shares outstanding		17,997,088			14,525,960
Dilutive effect of stock options		-			17,951
Total Shares		17,997,088			14,543,911
Diluted EPS	$	(0.02	)	$	0.01

(8) Commitments & Contingencies

Commitments

Operating Leases

The Company has one real estate lease expiring in February 2028. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these equipment leases have been capitalized as the Company elected an accounting policy for short-term leases, which allows lessees to avoid recognizing right-of-use assets and liabilities for leases with terms of 12 months or fewer.

The real estate lease expiring in 2028 (the “Norton facility lease”) is included as a right-of-use lease asset and corresponding lease liability (current and noncurrent portions) on the balance sheet. This asset and liability was recognized based on the present value of lease payments over the lease term using the Company’s incremental borrowing rate at commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Norton facility lease comprises approximately 38 thousand square feet. The lease is triple net lease wherein the Company is responsible for payment of all real estate taxes, operating costs and utilities. The Company also has an option to renew the lease starting in March 2028 through February 2032. The Company is not reasonably certain these extensions will be exercised at this time, and therefore are not included in the lease asset or liability. Annual rental payments range from $152 thousand to $165 thousand through maturity.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating leases as of March 28, 2026

(Dollars in Thousands)
Maturity of capitalized lease liabilities	Lease payments
Remaining 2026		126
2027		169
2028		28
Total undiscounted operating lease payments	$	323
Less: Imputed interest		(23	)
Present value of operating lease liability	$	300
Balance Sheet Classification
Current lease liability	$	163
Long-term lease liability		137
Total operating lease liability	$	300
Other Information
Weighted-average remaining lease term for capitalized operating leases (in months)		23
Weighted-average discount rate for capitalized operating leases		7.3	%

Operating Lease Costs and Cash Flows

Operating lease cost and cash paid was $42 thousand during the first quarter of 2026. This cost is related to its long-term operating lease. All other short-term leases were immaterial.

Finance Leases

The Company does not have any finance leases.

(9) Share-Based Payments

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at initial grant date. Reductions in compensation expense associated with the forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.

During the quarters ended March 28, 2026 and March 29, 2025, a total of 0 and 115,000 stock options, respectively, were granted to employees under the Company’s 2020 Equity Incentive Plan (the “Plan”) and a total of 0 and 75,000 stock options, respectively, were granted to outside directors during the quarters ended March 28, 2026 and March 29, 2025.

During the quarters ended March 28, 2026 and March 29, 2025, there were 19,000 and 0 options exercised, respectively.

During the quarters ended March 28, 2026 and March 29, 2025, there were 0 and 45,000 options expired and 2,750 and 0 options forfeited, respectively.

During the quarters ended March 28, 2026 and March 29, 2025, the Company repurchased 671 and 0 shares, respectively for employees to facilitate their exercise of stock options.

There were also 1,046,050 options outstanding at a weighted average price of $2.49 with a weighted average remaining contractual term of 6.8 years as of March 28, 2026 and there were 680,475 shares exercisable at a weighted average price of $2.47 with a weighted average remaining term of 6.3 years. There were 1,083,300 options outstanding at a weighted average price of $2.45 with a weighted average remaining contractual term of 7.6 years as of March 29, 2025 and there were 581,900 shares exercisable at a weighted average price of $2.37 with a weighted average remaining term of 6.7 years. The Plan, as amended, is authorized to issue 1,500,000 shares of common stock. As of March 28, 2026, there were 418,370 shares available for future grants.

As of March 28, 2026, there was $418 thousand of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan; that cost is expected to be recognized over a weighted average period of 1.81 years.

During the quarters ended March 28, 2026 and March 29, 2025, the Company recognized approximately $48 thousand and $122 thousand, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

(10) Inventories

Inventories consist of the following:

	March 28, 2026			December 27, 2025

Raw materials	$	2,984,878		$	2,559,787
Work in process		4,571,335			3,449,211
Finished goods		310,920			278,770

Gross inventory		7,867,133			6,287,768
Reserve for obsolescence		(723,406	)		(689,361	)

Inventories, net	$	7,143,727		$	5,598,407

(11) Accrued Expenses

Accrued expenses consist of the following:

	March 28, 2026		December 27, 2025

Accrued legal and accounting	$	68,145	$	101,605
Accrued payroll and related expenses		408,373		683,631
Accrued other		100,701		122,674

Total Accrued Expenses	$	577,219	$	907,910

(12) Revolving Line of Credit

In May 2023, the Company entered into a line of credit (LOC) in the amount of $3.0 million with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal (6.75% at March 28, 2026). On March 28, 2026 and March 29, 2025, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $2.7 million and $3.0 million, respectively, to have been borrowed. The LOC remains in effect until terminated per mutual agreement by both parties. Total interest expense for Q1 2026 was $0 and was $0 for Q1 2025.

(13) Income Taxes

A valuation allowance against deferred tax assets is required to be established or maintained when it is "more likely than not" that all or a portion of deferred tax assets will not be realized.

The Company believes that it is “more likely than not” that the Company will be able to fully utilize the deferred tax asset. For the first quarter of 2026 the deferred tax asset was increased $84 for the estimated tax benefit on Q1 net operating loss.

(14) Enactment of the One Big Beautiful Bill Act

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (Public Law 119-21), which includes significant modifications to the Internal Revenue Code. The legislation permanently extends and modifies key provisions of the Tax Cuts and Jobs Act of 2017 and introduces new deductions and credits applicable to both individuals and businesses.

Key provisions relevant to the Company include:

Restoration of Immediate Expensing for Domestic Research and Experimental (“R&E”) Expenditures: Effective for tax years beginning after December 31, 2024, domestic R&E expenditures may be immediately expensed under new Section 174A, reversing the prior capitalization and amortization requirement. This change may materially impact the Company’s deferred tax assets and current tax expense depending on the volume of qualifying expenditures.

In Q1 2026 the Company expensed $216,914 and in 2025, the Company expensed $867,657 of unamortized Section 174 R&E expenditures

It is anticipated that the unamortized Section 174 R&E expenditures at Q1 2026 will be expensed as follows (subject to further analyses and discussions):

Q2 2026	216,914	Expense 12.5% of 2022-2024
Q3 2026	216,914	Expense 12.5% of 2022-2024
Q4 2026	216,914	Expense 12.5% of 2022-2024
Totals	650,742

Enhancement of Section 179 Expensing: The maximum Section 179 deduction is increased to $2.5 million, with a phase-out threshold beginning at $4 million. This expansion is expected to accelerate tax deductions for qualifying property and benefit capital investment strategies.

Permanent Reinstatement of 100% Bonus Depreciation: For qualified property acquired and placed in service after January 19, 2025, the Company may elect full expensing under Section 168(k), which is expected to accelerate tax deductions and reduce taxable income in applicable periods.

Modifications to FDII (now FDDEI): The deduction under Section 250 for foreign-derived intangible income is reduced to 33.34%, and eligibility criteria are narrowed. These changes may impact export-related tax incentives and deferred tax projections tied to U.S.-held IP.

The Company is currently evaluating the impact of these provisions on its financial statements and tax positions. While the changes are not expected to materially affect prior period results, they may influence future effective tax rates, deferred tax balances, and cash tax obligations. The Company incorporated these changes into its tax planning and provision calculations for fiscal year 2025 and beyond. However, the full effect of these provisions will depend on the Company's future capital expenditures, R&E activities, financing arrangements, and international operations.

(15) Segment Reporting

The Company views its operations and manages its business as one segment. The Company produces and sells advanced material solutions, primarily metal matrix composites, to assemblers of high density electronics and other specialty components and subassemblies. The Company also assembles housings and packages for hybrid circuits, selling to the same customers mentioned above. These customers represent a single market or segment with similar stringent and well-defined requirements. The Company’s customers, in turn, sell the components and subassemblies which incorporate the products into many different end markets, however, these end markets are two to three levels removed from the Company. The Company also sells armor strike faces to armor manufacturers, using the same manufacturing process used in its other product solutions. The Company makes operating decisions and assesses financial performance only for the Company as a whole and does not make operating decisions or assess financial performance by the end markets which ultimately use the products. Our chief operating decision maker (CODM) is Brian Mackey, our President and CEO. The Company's CODM regularly reviews financial information presented and does not evaluate the Company's operating segment using asset or liability information. Instead, the CODM uses revenue, gross margin, and net income or loss to allocate operating and capital resources and assess performance by comparing actual results to historical results and previously forecasted financial information.

The following table presents segment information for the Company's single reporting segment:

	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
Income (loss) from operations		(522,634	)		129,651

Other income, net		146,205			50,476
Income (loss) before income tax		(376,429	)		180,127
Income tax provision (benefit)		(82,250	)		84,165
Net income (loss)	$	(294,179	)	$	95,962

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with the financial statements of the Company and notes thereto included in this report and the Company’s Annual Report on Form 10-K for the year ended December 27, 2025 and in CPS’s other SEC reports, which are accessible on the SEC’s website at www.sec.gov and the Company’s website at www.cpstechnologysolutions.com.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. There are a number of factors that could cause the Company’s actual results to differ materially from those forecasted or projected in such forward-looking statements. This includes the impact of the Russian invasion of Ukraine, the war in Iran and other conflicts and potential conflicts, including economic conflicts, throughout the world, which are discussed in Item 3 of this report. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or changed circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

The critical accounting policies utilized by the Company in preparation of the accompanying financial statements are set forth in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes to these policies since December 27, 2025.

Overview

The Company’s products contribute to the electrification of the green economy. The products we provide include baseplates for motor controllers used in high-speed electric trains, subway cars, wind turbines, hybrid and electric vehicles and the transmission of High Voltage Direct Current (HVDC). We provide hermetic packages used in radar, satellite and avionics applications. We provide lids and heat spreaders used with high performance integrated circuits in internet switches and routers. We provide armor for naval and other military applications.

We provide baseplates and housings used in modules built with Wide Band Gap Semiconductors like SiC and GaN. CPS also assembles housings and packages for hybrid circuits. These housings and packages may include MMC components; they may include components made of more traditional materials such as aluminum, copper-tungsten, and others.

CPS’s products are custom rather than catalog items. They are made to customers’ designs and are used as components in systems built and sold by our customers. At any point in time our product mix will consist of some products with on-going production demand, and some products which are in the prototyping or evaluation stages at our customers. The Company seeks to have a portfolio of products which include products in every stage of the technology adoption lifecycle at our customers. CPS’ growth is dependent upon the level of demand for those products already in production, as well as its success in achieving new "design wins" for future products.

As a manufacturer of highly technical and custom products, the Company incurs fixed costs needed to support the business, but which do not vary significantly with changes in sales volume. These costs include the fixed costs of applications such as engineering, tooling design and fabrication, process engineering, and others. Accordingly, particularly given our size, changes in sales volume generally result in even greater changes in financial performance on a percentage basis as fixed costs are spread over a larger or smaller base. Sales volume is therefore a key financial metric used by management.

The Company believes the underlying demand for MMCs is growing as the electronics and other industries seek higher performance, higher reliability, and reduced costs. CPS believes that the Company is well positioned to offer our solutions to current and new customers as these demands grow.

CPS was incorporated in Massachusetts in 1984 as Ceramics Process Systems Corporation and reincorporated in Delaware in April 1987 through a merger into a wholly-owned Delaware subsidiary organized for purposes of the reincorporation. In July 1987, CPS completed our initial public offering of 1.5 million shares of our Common Stock. In March 2007, we changed our name from Ceramics Process Systems Corporation to CPS Technologies Corporation.

Results of Operations for the First Fiscal Quarter of 2026 (Q1 2026) Compared to the First Fiscal Quarter of 2025 (Q1 2025); (all $ in 000’s)

Revenues totaled $7,029 in Q1 2026 compared with $7,506 in Q1 2025, a decrease of 6%. The major factor contributing to this decrease is the reduction in demand from one of our major customers. As announced in Q4 2025, CPS received a large order from this customer covering the twelve month period beginning October 2025. Through Q1 the customer has taken well less than half of the quantities ordered. CPS has continued to produce their products at the higher rate, both so we can meet there needs if their demand increases without putting undue stress on our production line, and in anticipation of our potential move to a larger facility, allowing us to continue to meet their needs during the move.

Gross margin in Q1 2026 totaled $607 or 9% of sales. This compares with gross margin in Q1 2025 totaled $1,231 or 16% of sales. This decrease was primarily due to the impact of lower sales volumes on fixed costs, the impact of the price of gold, billed at $1,019 at approximately a 0% margin, and increased R&D spending on our margins.

Selling, general and administrative (SG&A) expenses totaled $1,130 in Q1 2026 compared with SG&A expenses of $1,101 in Q1 2025, a 3% increase year over year. This increase was primarily due to fees associated with the Company’s CFO search, in anticipation of the future retirement of the current CFO, and higher foreign exchange costs this year as compared to last year.

The Company had an operating loss of $523 in Q1 2026 compared with operating income of $130 in Q1 2025. This decrease was a result of the decreased gross margin discussed above. The net after tax loss was $294 in Q1 2026 compared to after tax income of $96 in Q1 2025.

CPS does not rely on raw materials from Ukraine, Russia, Iran, Israel or Gaza. As a result, we do not believe that the Russian invasion of Ukraine or the conflicts in Middle East will have a direct impact on our results. Most of our raw materials are sourced domestically. In some cases, our suppliers may be sourcing these materials from a foreign source. To date, we have not seen any significant cost increases that we believe are attributable to tariffs, however this could change in the future.

Inflation has had an impact on our costs. Thus far, we have largely been able to pass along these increases to our customers, but there is no guarantee that we will be able to continue this in the future. In addition, there is often a lag between when the costs increase and when we can adjust customer prices. Some of our larger customers will have pricing agreements, typically for one year, and we must wait for those agreements to end before making any pricing adjustments. Wages have also been impacted by inflation. We have instituted a combination of wage increases as well as more competitive benefits in order to retain the personnel making up our workforce.

The factors mentioned above, including inflation and tariffs, create elevated uncertainty regarding future financial performance.

Liquidity and Capital Resources (all $ in 000’s unless noted)

The Company’s cash and cash equivalents at March 28, 2026 totaled $5,724, with marketable securities of $6,798. This compares to cash and cash equivalents at December 27, 2025 of $4,466 and marketable securities of $8,769. The change in cash and securities is predominantly due to our increased inventory, purchases of fixed assets and reduction of accrued expenses, offset by a reduction in accounts receivable.

Trade accounts receivable at March 28, 2026 totaled $3,789 compared with $5,245 at December 27, 2025. Days Sales Outstanding (DSO) decreased from 61 days at the end of 2025 to 51 days at the end of Q1 2026. The reason for this decrease is that one of our major customers who historically pays monthly the first week of each month made their April payment early, at the end of March. The accounts receivable balances at December 27, 2025, and March 28, 2026 were both net of an allowance for credit losses of $10.

Inventories totaled $7,144 at March 28, 2026 compared with inventory totaling $5,598 at December 27, 2025. The inventory turnover in the most recent four quarters ending Q1 2026 was 4.9 times (based on a 5 quarter end average) compared with 5.4 times averaged during the four quarters of 2025. Due to reduced demand from a major customer and the pending move, the Company has been increasing its inventory levels.

The Company expects it will continue to be able to fund its operations for the remainder of 2026 from operations and existing cash balances.

The Company continues to sell to a limited number of customers and the loss of any one of these customers could cause the Company to require additional external financing. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its business objectives.

Management believes that existing cash balances will be sufficient to fund our cash requirements for the foreseeable future. However, there is no assurance that we will be able to generate sufficient revenues or reduce certain discretionary spending in the event that planned operational goals are not met such that we will be able to meet our obligations as they become due.

Contractual Obligations (all $ in 000’s unless otherwise noted)

The Company maintains a $3.0 million revolving line of credit (LOC) with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal. On March 28, 2026, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted the full $2.7 million to have been borrowed. The LOC remains in effect until terminated per mutual agreement by both parties.

The Company has one real estate lease expiring in February 2028. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these have been capitalized. (Note 6, Commitments and Contingencies)

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not significantly exposed to the impact of interest rate changes. The Company has not used derivative financial instruments. As one of our major competitors is located in Japan, currency fluctuations can have an impact on how we price our product in order to remain competitive.

Although CPS has not been directly impacted by the war in Ukraine or by the conflict in the Middle East, potential supply chain disruptions and its impact on energy costs are areas where we could be impacted in the future.

Inflation is an area where we have seen some impact on our business. We have seen price increases in commodity raw materials, as well as increases in other costs of doing business. As we receive new orders we have been able to pass on most of these costs to our customers. In the case of longer term pricing agreements, we have been able to pass on some of these costs through surcharges and in other ways to mitigate the impact on our profit. As inflation continues, our ability to continue to absorb higher costs by raising customer prices cannot be guaranteed.

As of the date of this document, we are not aware of any material negative impacts that tariffs have on our business. Nevertheless, this issue is currently in flux. We could be negatively impacted in the sourcing of raw materials, or, reciprocal tariffs on CPS product could make it more difficult for us to sell profitably to foreign customers.

ITEM 4

CONTROLS AND PROCEDURES

(a) The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d - 14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, 1) the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports the Company files under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and 2) the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

We are not a party to any litigation which could have a material adverse effect on us or on our business.

ITEM 1A

RISK FACTORS

There have been no material changes to the risk factors as discussed in our 2025 Form 10-K.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5

OTHER INFORMATION

Not applicable.

ITEM 6

EXHIBITS AND REPORTS ON FORM 8-K:

(a)

Exhibits:

Exhibit 31.1 Certification Of President and Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

Exhibit 31.2 Certification Of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

Exhibit 32.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

SIGNATURES

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 CORPORATION

(Registrant)

Date: May 5, 2026

/s/Brian T. Mackey

Brian T. Mackey

President and Chief Executive Officer

Date: May 5, 2026

/s/ Charles K. Griffith Jr.

Charles K. Griffith Jr.

Chief Financial Officer

SEC Form 10-Q filed by CPS Technologies Corp.