What changed in this filing

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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-17 · 118 added, 83 removed, 521 unchanged (28% of the section changed)

90 unchanged sentences

001-36807) filed with the Securities and Exchange Commission on March 17, 2021)

Consent of PKF O’Connor Davies LLP

Consent of Wolf & Company, P.C.

Consent of PKF O’Connor Davies

Certification Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of CPS Technologies Corp.

To the Board of Directors and Stockholders of

CPS Technologies Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of CPS Technologies Corp.

(the “Company”) as of December 28, 2024, and the related statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2023 information in Note (2)(m) to retrospectively apply the change in accounting (resulting from the adoption of Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ), as described in Note (2)(i).

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

We have audited the accompanying balance sheets of CPS Technologies Corp.

(the “Company”) as of December 27, 2025 and December 28, 2024, and the related statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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March 3, 2026

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of CPS Technologies Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of CPS Technologies Corporation (the Company) as of December 30, 2023, the related statements of operations, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to the changes in segment reporting disclosure described in Note (2)(m), and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Wolf & Company, P.C.

We served as the Company’s auditor from 2005 to October 11, 2024.

Boston, Massachusetts

March 13, 2024

PCAOB ID #392

CPS TECHNOLOGIES CORP.

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Net property and equipment

Net intangible assets

Right-of-use lease asset

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Total current liabilities

Notes payable less current portion

Deferred revenue – long term

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Interest income

Income (loss) before income tax

Income before income tax

Income tax provision (benefit)

Net income (loss)

Other comprehensive income

Net unrealized gains on available for sale securities

Other comprehensive income (loss)

Net unrealized gains (losses) on available for sale securities

Total other comprehensive income

Comprehensive income (loss)

Total comprehensive income (loss)

Net income (loss) per basic common share

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FOR THE YEARS ENDED DECEMBER 27, 2025 AND DECEMBER 28, 2024

Number of shares issued

Additional Paid-in

Accumulated deficit

comprehensive

Stock repurchased

Stockholders equity

Balance at December 30, 2023

1 unchanged sentence

Employee option exercises

Other comprehensive income

Balance at December 28, 2024

Share-based compensation expense

Issuance of common stock

Employee option exercises

Other comprehensive income

Other comprehensive loss

Balance at December 27, 2025

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Cash flows from operating activities:

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:

Share-based compensation

Depreciation and amortization

Realized gain on sale of marketable securities

Deferred taxes

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Purchases of property and equipment

Acquisition cost of patents and trademarks

Sale of marketable securities

Purchase of marketable securities

1 unchanged sentence

Cash flows from financing activities:

Proceeds from employee stock options

Proceeds from issuance of common stock

Payment on notes payable

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As of December 27, 2025 and December 28, 2024, the Company believes that there has been no impairment of its long-lived assets.

( 2 )(f) Revenue Recognition

(2)(f) Intangible Assets

The Company’s intangible assets are made up of legal and filing fees incurred for new patents and trademark protection.

It is the Company’s policy to write these costs off using straight line amortization over a three year period.

As of 12/27/2025 total intangible costs were $ 26,113 and $ 4,335 was amortized during 2025.

There were no costs or amortization during 2024.

( 2 )(g) Revenue Recognition

Revenue is recognized in accordance with the five -step method under Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers.”

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In the case of SBIRs an enforceable contract is signed by both the customer and CPS.

The Company contract is only enforceable once both parties have approved it and is usually in the form of a written purchase order from a customer combined with acknowledgement from the Company.

The Company contract is only enforceable once both parties have approved it and is usually in the form of a written purchase order from a customer combined with acknowledgement from the Company, subject to the terms and conditions of such order or underlying MSA.

In cases without an MSA, the customer submits a print for a product, the Company provides a quote, and the customer responds with a purchase order.

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For SBIRs the Company is obligated to provide certain services over the life of the agreement and the customer is obligated to pay for those services, generally monthly, as they are performed.

In some cases, SBIR payments are made equally over time, regardless of the services actually performed.

In these instances, revenue is recognized based on services actually performed in accordance with the contracted budget.

Excess payments are included in deferred revenue and revenue from services performed in excess of payments are included on other receivables.

Shipping and handling activities for which the Company is responsible are not a separate promised service but instead are activities to fulfill the entity’s promise to transfer goods.

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The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

( 2 )(g) Income Taxes

( 2 )(h) Income Taxes

The Company uses the asset and liability method of accounting for income taxes.

4 unchanged sentences

The Company does not have any uncertain tax positions at December 27, 2025 or December 28, 2024 which required accrual or disclosure.

( 2 )(h) Net Income Per Common Share

( 2 )(i) Net Income Per Common Share

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.

1 unchanged sentence

Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

( 2 )(i) Recent Accounting Pronouncements

( 2 )(j) Recent Accounting Pronouncements

In the normal course of business, management evaluates all the new accounting pronouncements issued by the Financial Accounting Standard Board (“FASB”).

In November 2023, FASB issued Accounting Standard Update ("ASU") 2023-07, Segment Reporting (Topic 280);

Improvements to Reportable Segment Disclosures requiring public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis.

See note (2)(m) for more information.

( 2 )(j) Use of Estimates in the Preparation of Financial Statements

In December 2023, FASB issued Accounting Standard Update (“ASU”) 2023-09, the ASU is effective for annual periods beginning after December 15, 2024 which requires a reconciliation of the amount of reported income tax expense (or benefit) from continuing operations and the amount computed by multiplying the income (or loss) from continuing operations before income taxes by the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile.

See note (12) for more information.

( 2 )(k) Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recorded during the reporting period.

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Actual results could differ from these estimates.

( 2 )(k) Fiscal Year-End

( 2 )(l) Fiscal Year-End

The Company’s fiscal year end is the last Saturday in December which could result in a 52 or 53 week year.

Fiscal years 2025 and 2024 each consisted of 52 weeks.

( 2 )(l) Share-Based Payments

( 2 )(m) 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.

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The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted.

( 2 )(m) Segment Reporting

( 2 )(n) Segment Reporting

The Company views its operations and manages its business as one segment.

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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.

Our chief operating decision maker (CDOM) is Brian Mackey, our President and CEO.

The Company's CODM regularly reviews financial information presented on a consolidated basis and does not evaluate the Company's operating segment using asset or liability information.

Instead, the CODM uses consolidated revenue, gross margin, demand creation costs, 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:

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government bonds and notes, and highly rated direct short-term instruments with an original maturity of 90 days or less.

The Company has a restricted cash account in the amount of $ 84,715 , as of December 28, 2024 to cover an open letter of credit for overseas purchases.

Upon presentation of documents evidencing shipment of these goods, the issuing bank will draw on this account and make payment to the vendor.

There was no restricted cash as of December 27, 2025.

The Company had a restricted cash account in the amount of $ 84,715 , as of December 28, 2024 to cover an open letter of credit for overseas purchases.

Upon presentation of documents evidencing shipment of these goods, the issuing bank will draw on this account and make payment to the vendor.

December 27, 2025

December 28, 2024

Cash and cash equivalents

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Investments consist of U.S.

Treasury Bills with maturities up to one year.

Treasury bills and U.S.

Government bonds 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 accumulated other comprehensive income.

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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 with a maturity of 12 months or less and which fall under Level II of the fair value hierarchy.

The fair value of these bonds as of December 28, 2024 was $ 1,031,001 .

CPS held no investments in marketable securities as of December 30, 2023.

CPS’ marketable securities consist solely of U.S.

Treasury bills and U.S.

Government bonds with a maturity of 12 months or less and which fall under Level II of the fair value hierarchy.

The fair value of these securities as of December 27, 2025 and December 28, 2024 was $ 8,769,363 and $ 1,031,001 , respectively.

December 27, 2025

December 28, 2024

Unrealized gain

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Reserve for obsolescence

The Company had one real estate lease in 2024 expiring in February 2026.

The Company has one real estate lease now expiring in February 2028 .

In August 2025 the Company exercised its option to extend the lease term for two additional years.

CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration.

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The Company also has an option to buy the property and a first right of refusal during the term of the lease.

In December 2025, the owner of the property filed for a receivership under Massachusetts state law.

The Company does not expect this filing to have an impact on its operations or on the lease.

Annual rental payments are through maturity are reflected in the table below.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating lease as of December 27, 2025:

December 27, 2025

Maturity of capitalized lease liability

Lease payments

Total undiscounted operating lease payments

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Operating Lease Costs and Cash Flows

Operating lease cost and cash paid was $ 165 thousand for the twelve months ended December 28, 2024 and $ 162 thousand during the year ended December 30, 2023.

Operating lease cost and cash paid was $ 165 thousand for both the twelve months ended December 27, 2025 and December 28, 2024.

These costs are related to its long-term operating lease.

7 unchanged sentences

All options granted are exercisable at the fair market value of the stock on the date of grant and expire ten years from the date of grant.

The options granted to employees generally vest in equal annual installments over a five-year period.

The options granted to employees generally vest in equal annual installments over a four or five-year period.

The options granted to directors generally vest immediately on date of grant.

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Included in 2024 Accrued other is $ 288,000 as a reserve for potential credits to be issued as part of a quality issue with a major customer which was set up at the end of 2023.

These credits were issued in 2025.

( 10 ) Revolving Line of Credit

1 unchanged sentence

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 December 27, 2025).

On December 28, 2024, the Company had $ 0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $ 3.0 million to have been borrowed.

On December 27, 2025 and December 28, 2024, the Company had $ 0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $ 3.0 million to have been borrowed.

The LOC remains in effect until terminated per mutual agreement by both parties.

Total Interest Expense for 2024 was $ 0 and was $ 0 for 2023.

Total Interest Expense was $ 0 for 2025 and 2024.

(11) Notes Payable

1 unchanged sentence

The full amount was financed through a 5 year note payable with a third party equipment finance company.

The note is collateralized by the microscope and is being paid in monthly installments of $ 4 thousand, consisting of principal plus interest at a rate of 6.47 %.

The aggregate maturities of the notes payable based on the payment terms of the agreement are as follows:

Remaining in:

Less Interest

Total Principal Payments

Total interest expense on notes payable during 2024 was $ 2,177 and during 2023 was $ 5,096 .

The note was collateralized by the microscope and was paid in full in 2025.

( 12 ) Income Taxes

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Net deferred tax assets

Net operating loss carryforwards are the result of federal net operating losses as of 12/272025 and 12/28/2024 are $ 2,624,214 and 2,805,819 , respectively.

Under current tax law, these federal losses were incurred subsequent to 2018 and can be carried forward indefinitely.

State net operating loss carryforwards expire in 2044.

A summary of the change in the deferred tax asset is as follows:

Gross deferred tax balance at beginning of year

Deferred tax benefit (provision)

Deferred tax (provision) benefit

Balance at end of year, net

Income tax expense is different from the amounts computed by applying the U.S.

federal statutory income tax rate of 21 percent to pretax income as a result of the following:

federal statutory income tax rate of 21 percent and the Massachusetts statutory income tax rate (net of federal benefit) of 6.32 percent

to pretax income as a result of the following:

Tax at statutory rate

State tax, net of federal benefit

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 concluded that it is “more likely than not ” that the Company will be able to fully utilize the deferred tax asset.

The Company’s income tax filings are subject to review and examination by federal and state taxing authorities.

The Company is currently open to audit under the applicable statutes of limitations for the years 2021 through 2024.

( 13 ) 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.

During 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 Q4 2025 will be expensed as follows (subject to further analyses and discussions):

Expense 12.5 % of 2022-2024

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.

( 14 ) Retirement Savings Plan

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Diluted net income per share

(17) Equity Capital Raise

On October 8, 2025 the Company closed an equity raise underwritten by Roth Capital Partners (“Roth”).

Roth acquired 3,450,000 shares of the Company’s common stock at a price of $ 3.00 per share.

The net proceeds to the Company were $ 9,540,025 .

( 18 ) Commitments and Contingencies

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Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable that a liability has been incurred, and the amount of such liability can be reasonably estimated.

While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the financial position or results of operations.

It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.

While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, more than amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations.

It is possible, however, that future results of operations for any future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.

(19) Subsequent Events

The Company has evaluated subsequent events through March 3, 2026 the date the financial statements were approved and authorized for issuance by management and determined that there have been no subsequent events that would require recognition in the financial statements or disclosure in the notes to the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures