1 unchanged sentence
CPS TECHNOLOGIES CORP.
−Removed: Balance Sheets (Unaudited)
−Removed: September 27,
+Added: Condensed Balance Sheets (Unaudited)
Current assets:
18 unchanged sentences
Current liabilities:
−Removed: Note payable, current portion
Accounts payable
10 unchanged sentences
issued 18,151,767 and 18,132,767 shares;
−Removed: outstanding 14,529,277 and 14,525,960 shares at September 27, 2025 and December 28, 2024, respectively
+Added: outstanding 18,006,963 and 17,988,634 shares at each March 28, 2026 and December 27, 2025
+Added: Preferred stock, no shares issued or outstanding
Additional paid-in capital
−Removed: Accumulated other comprehensive income
+Added: Accumulated other comprehensive income (loss)
Accumulated deficit
−Removed: Less cost of 137,710 and 135,527 common shares repurchased at each September 27, 2025 and December 28, 2024, respectively
+Added: Less cost of 144,804 and 144,133 common shares repurchased at each March 28, 2026 and December 27, 2025
Total stockholders’ equity
Total liabilities and stockholders’ equity
−Removed: See accompanying notes to financial statements.
+Added: See accompanying notes to condensed financial statements.
CPS TECHNOLOGIES CORP.
−Removed: Statements of Operations and Other Comprehensive Income (Loss) (Unaudited)
−Removed: Three Months Ended
−Removed: Nine Months Ended
+Added: Condensed Statements of Operations and Other Comprehensive Income (Loss)
+Added: Fiscal Quarters Ended
Product sales
1 unchanged sentence
Selling, general, and administrative expenses
−Removed: Income (loss) from operations
+Added: Operating income (loss)
Other income, net
−Removed: Net income (loss) before income taxes
+Added: Income (loss) before income taxes
Income tax provision (benefit)
3 unchanged sentences
Reclassification adjustment for gains included in net income
−Removed: Total other comprehensive income (loss)
+Added: Total other comprehensive income
Comprehensive income (loss)
3 unchanged sentences
Weighted average number of diluted common shares outstanding
−Removed: See accompanying notes to financial statements.
+Added: See accompanying notes to condensed financial statements.
CPS TECHNOLOGIES CORP.
−Removed: STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
−Removed: FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 27, 2025 AND SEPTEMBER 28, 2024
−Removed: other comprehensive income
−Removed: stockholders’
−Removed: Balance at June 28, 2025
−Removed: Share-based compensation expense
−Removed: Employee option exercises
−Removed: Other comprehensive loss
−Removed: Balance at September 27, 2025
−Removed: other comprehensive income
+Added: CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
+Added: FOR THE THREE MONTHS ENDED MARCH 28, 2026 AND MARCH 29, 2025
+Added: comprehensive income (loss)
stockholders’
1 unchanged sentence
Share-based compensation expense
−Removed: Employee option exercises
Net unrealized gains on available for sale securities
−Removed: Reclassification adjustment for gains included in net income
−Removed: Balance at September 27, 2025
−Removed: other comprehensive income
−Removed: stockholders’
−Removed: Balance at June 29, 2024
−Removed: Share-based compensation expense
Employee option exercises
−Removed: Other comprehensive income
−Removed: Balance at September 28, 2024
−Removed: other comprehensive income
−Removed: stockholders’
+Added: Balance at March 28, 2026
Balance at December 28, 2024
Share-based compensation expense
−Removed: Employee option exercises
−Removed: Other comprehensive income
−Removed: Balance at September 28, 2024
−Removed: See accompanying notes to financial statements.
+Added: Net unrealized gains on available for sale securities
+Added: Reclassification adjustment for gains included in net income
+Added: Balance at March 29,2025
+Added: See accompanying notes to condensed financial statements.
CPS TECHNOLOGIES CORP.
−Removed: Statements of Cash Flows (Unaudited)
−Removed: Nine Months Ended
−Removed: September 27,
−Removed: September 28,
+Added: Condensed Statements of Cash Flows (Unaudited)
+Added: Fiscal Quarters Ended
Cash flows from operating activities:
Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
+Added: Adjustments to reconcile net income (loss) to cash (used in) operating activities:
Depreciation and amortization
Share-based compensation
−Removed: Realized gain on sale of marketable securities
Deferred taxes
+Added: Realized gain on sale of marketable securities
Accounts receivable - trade
4 unchanged sentences
Deferred revenue
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash (used in) operating activities
Cash flows from investing activities:
2 unchanged sentences
Proceeds from sale of marketable securities
−Removed: Purchase of marketable securities
−Removed: Net cash used in investing activities
+Added: Purchases of marketable securities
+Added: Net cash provided by (used in) investing activities
Cash flows from financing activities:
+Added: Proceeds from employee stock options
Payments on note payable
−Removed: Net cash used in financing activities
−Removed: Net decrease in cash and cash equivalents
+Added: Net cash provided by (used in) financing activities
+Added: Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
−Removed: Cash and cash equivalents and restricted cash at end of period
−Removed: Restricted cash at end of period
Cash and cash equivalents at end of period
Supplemental disclosures of cash flows information:
−Removed: Cash paid for income taxes
Cash paid for interest
−Removed: Supplemental disclosures of non-cash activity
−Removed: Disposal of fully depreciated production equipment
−Removed: Share repurchases as a reduction of stock option exercise proceeds
−Removed: See accompanying notes to financial statements.
+Added: Net exercise of stock options
+Added: See accompanying notes to condensed financial statements.
CPS TECHNOLOGIES CORP.
−Removed: Notes to Financial Statements
+Added: Notes to Condensed Financial Statements
( 1 ) Nature of Business
−Removed: CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive, defense and other industries.
+Added: 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.
−Removed: 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.
+Added: 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.
1 unchanged sentence
These products expand our offerings in existing markets and enable penetration into new markets.
+Added: 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
−Removed: 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.
+Added: 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.
3 unchanged sentences
The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
+Added: (3) Future Application of Accounting Standards
+Added: Disaggregation of Income Statement Expenses
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").
+Added: 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.
+Added: 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.
+Added: The amendment can be applied either prospectively or retrospectively, with early adoption permitted.
+Added: The Company is currently assessing the impact of this standard.
+Added: (4) Use of Estimates
+Added: The preparation of the Condensed Financial Statements in conformity with U.S.
+Added: GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
+Added: Actual results could differ from those estimates.
(5) Marketable Securities
9 unchanged sentences
The fair value hierarchy requires the use of observable market data when available in determining fair value.
−Removed: 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.
−Removed: The value of these bonds as of September 27, 2025 was $ 1,054,079 and was $ 1,031,001 as of December 28, 2024.
−Removed: September 27, 2025
−Removed: December 28, 2024
−Removed: Unrealized gain
+Added: 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.
+Added: The value of these securities as of March 28, 2026 was $ 6,797,952 and, as of December 27, 2025, was $ 8,769,363 .
+Added: Unrealized gain (loss)
Total fair value
−Removed: (5) Net Income Per Common and Common Equivalent Share
−Removed: Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.
−Removed: Diluted net income per common share is calculated by dividing net income 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.
+Added: ( 7 ) Net Income (Loss) Per Common and Common Equivalent Share
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: Had there been a profit in Q3 and year to date in 2024, the dilutive effect would have been 41,471 shares and 25,905 shares, respectively.
The following table presents the calculation of both basic and diluted EPS:
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 27,
−Removed: September 28,
−Removed: September 27,
−Removed: September 28,
Basic EPS Computation:
Net income (loss)
−Removed: Weighted average
−Removed: Common shares
+Added: Weighted average common shares outstanding
Diluted EPS Computation:
Net income (loss)
−Removed: Weighted average
−Removed: Common shares
+Added: Weighted average common shares outstanding
Dilutive effect of stock options
1 unchanged sentence
Operating Leases
−Removed: The Company has one real estate lease now expiring in February 2028.
−Removed: In August 2025 the Company exercised its option to extend the lease term for two additional years.
+Added: 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.
−Removed: The real estate lease expiring in 2028 (the “Norton facility lease”) is included as a right-of-use lease asset and corresponding lease liability on the balance sheet.
−Removed: 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, for the portion expiring in February 2026, and the option exercise date, for the final two years of the lease.
+Added: 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.
+Added: 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.
1 unchanged sentence
The lease is triple net lease wherein the Company is responsible for payment of all real estate taxes, operating costs and utilities.
−Removed: The Company also has two, two year options to renew the lease in March 2028 and again in March 2030 through February 2032 .
+Added: 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.
−Removed: The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating lease as of September 27, 2025:
+Added: 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)
−Removed: September 27,
Maturity of capitalized lease liabilities
−Removed: Lease payments
+Added: Remaining 2026
Total undiscounted operating lease payments
6 unchanged sentences
Other Information
−Removed: Remaining lease term for capitalized operating lease (months)
−Removed: Discount rate for capitalized operating leases
+Added: Weighted-average remaining lease term for capitalized operating leases (in months)
+Added: Weighted-average discount rate for capitalized operating leases
Operating Lease Costs and Cash Flows
−Removed: Operating lease cost and cash paid was $ 41 thousand during the third quarter of 2025 and $ 124 thousand for the nine months ended September 27, 2025.
−Removed: These costs are related to its long-term operating lease.
+Added: Operating lease cost and cash paid was $ 42 thousand during the first quarter of 2026.
+Added: This cost is related to its long-term operating lease.
All other short-term leases were immaterial.
7 unchanged sentences
The Company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.
−Removed: During the quarter ended September 27, 2025, no stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and no stock options were granted to outside directors during the quarter ended September 27, 2025 .
−Removed: For the nine months ended September 27 , 2025 a total of 115,000 stock options and 75,000 stock options were granted to employees and directors, respectively.
−Removed: During the quarter ended September 28, 2024, no stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and no stock options were granted to outside directors during the quarter ended September 28, 2024 .
−Removed: For the nine months ended September 28 , 2024 a total of 135,500 stock options and 75,000 stock options were granted to employees and directors, respectively.
−Removed: During the three and nine months ended September 27, 2025, there were 5,500 options exercised and corresponding shares issued at a weighted average price of $ 1.44 .
−Removed: During the three and nine months ended September 28, 2024, there were 60,000 options exercised and corresponding shares issued at a weighted average price of $ 1.50 .
−Removed: During the three and nine months ended September 27, 2025, the Company repurchased 2,183 shares for employees to facilitate their exercise of stock options.
−Removed: During the three and nine months ended September 28, 2024, the Company repurchased 53,255 shares for employees to facilitate their exercise of stock options.
−Removed: There were also 1,077,800 options outstanding at a weighted average price of $ 2.45 with a weighted average remaining term of 7.13 years as of September 27, 2025, and there were 635,500 options exercisable at a weighted average price of $ 2.45 with a weighted average remaining term of 6.37 years as of September 27, 2025.
+Added: 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.
+Added: During the quarters ended March 28, 2026 and March 29, 2025, there were 19,000 and 0 options exercised, respectively.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: As of September 27, 2025, there were 421,400 shares available for future grants under the 2020 Plan and 138,900 shares outstanding under the 2009 Plan.
−Removed: As of September 28, 2024, there were 626,400 shares available for future grants under the 2020 Plan and 248,400 shares outstanding under the 2009 Plan.
−Removed: As of September 27, 2025, there was $ 509 thousand of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan;
+Added: As of March 28, 2026, there were 418,370 shares available for future grants.
+Added: 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.
−Removed: During the three and nine months ended September 27, 2025, the Company recognized $ 49,354 and $ 220,894 , respectively, as shared-based compensation expense related to previously granted shares under the Plan.
−Removed: During the three and nine months ended September 28, 2024, the Company recognized $ 44,480 and $ 249,922 , respectively, as shared-based compensation expense related to previously granted shares under the Plan.
+Added: 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:
−Removed: September 27,
Raw materials
1 unchanged sentence
Finished goods
−Removed: Total inventory
+Added: Gross inventory
Reserve for obsolescence
2 unchanged sentences
Accrued expenses consist of the following:
−Removed: September 27,
Accrued legal and accounting
Accrued payroll and related expenses
−Removed: Accrued product returns
Accrued other
−Removed: ( 10 ) Line of Credit
−Removed: The Company has a $ 3.0 million revolving line of credit (LOC) with Rockland Trust Company.
−Removed: 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 ( 7.25 % at September 27, 2025) .
−Removed: On September 27, 2025, 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.
−Removed: The line of credit remains in effect and has been extended to August 5, 2026.
−Removed: (11) Segment Reporting
−Removed: The Company views its operations and manages its business as one segment.
−Removed: The Company produces and sells advanced material solutions, primarily metal matrix composites, to assemblers of high density electronics and other specialty components and subassemblies.
−Removed: The Company also assembles housings and packages for hybrid circuits, selling to the same customers mentioned above.
−Removed: These customers represent a single market or segment with similar stringent and well-defined requirements.
−Removed: 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.
−Removed: The Company also sells armor strike faces to armor manufacturers, using the same manufacturing process used in its other product solutions.
−Removed: 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.
−Removed: Our chief operating decision maker (CODM) is Brian Mackey, our President and CEO.
−Removed: The Company's CODM regularly reviews financial information presented and does not evaluate the Company's operating segment using asset or liability information.
−Removed: 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.
−Removed: The following table presents segment information for the Company's single reporting segment:
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Product Sales
−Removed: Cost of product sales
−Removed: Gross profit (loss)
−Removed: Selling, general, and administrative expenses
−Removed: Income (loss) from operations
−Removed: Other income, net
−Removed: Income (loss) before income taxes
−Removed: Income tax provision (benefit)
−Removed: Net income (loss)
+Added: Total Accrued Expenses
+Added: ( 12 ) Revolving Line of Credit
+Added: In May 2023, the Company entered into a line of credit (LOC) in the amount of $ 3.0 million with Rockland Trust Company.
+Added: 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).
+Added: 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.
+Added: The LOC remains in effect until terminated per mutual agreement by both parties.
+Added: 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.
−Removed: Management has determined that a valuation allowance is not needed as it expects that the deferred tax asset will be fully utilized.
−Removed: For the three and nine months ended September 27, 2025 the deferred tax asset was decreased $ 113,601 and $ 249,429 for the estimated tax provision for Q3 and year to date net income, respectively.
+Added: The Company believes that it is “more likely than not ” that the Company will be able to fully utilize the deferred tax asset.
+Added: 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
5 unchanged sentences
This change may materially impact the Company’s deferred tax assets and current tax expense depending on the volume of qualifying expenditures.
−Removed: During Q3 2025, the Company expensed $ 899,728 of unamortized Section 174 R&E expenditures.
+Added: 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):
2 unchanged sentences
Expense 12.5% of 2022-2024
−Removed: Expense 12.5 % of 2022-2024
−Removed: Expense 12.5 % of 2022-2024
Enhancement of Section 179 Expensing:
8 unchanged sentences
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.
−Removed: The Company will incorporate these changes into its tax planning and provision calculations for fiscal year 2025 and beyond.
+Added: 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.
−Removed: The Company will incorporate these changes into its tax provision and planning beginning in fiscal year 2025.
−Removed: (14) Subsequent Events:
−Removed: Equity capital raise
−Removed: On October 8, 2025 the Company closed an equity raise underwritten by Roth Capital Partners (“Roth”).
−Removed: Roth acquired 3,450,000 shares of the Company’s common stock at a price of $ 3.00 per share.
−Removed: The net proceeds to the Company were $ 9,540,025 .
−Removed: Had the transaction occurred on the final day of the fiscal quarter, September 27, 2025, the balance sheet would have appeared as follows (changes are italicized):
−Removed: CPS TECHNOLOGIES CORP.
−Removed: Balance Sheets (Unaudited)
−Removed: September 27,
−Removed: Current assets:
−Removed: Cash and cash equivalents
−Removed: Marketable securities, at fair value
−Removed: Accounts receivable-trade
−Removed: Accounts receivable-other
−Removed: Inventories, net
−Removed: Prepaid expenses and other current assets
−Removed: Total current assets
−Removed: Property and equipment:
−Removed: Production equipment
−Removed: Furniture and office equipment
−Removed: Leasehold improvements
−Removed: Accumulated depreciation and amortization
−Removed: Construction in progress
−Removed: Net property and equipment
−Removed: Net Intangible assets
−Removed: Right-of-use lease asset
−Removed: Deferred taxes, net
−Removed: LIABILITIES AND STOCKHOLDERS’ EQUITY
−Removed: Current liabilities:
−Removed: Note payable, current portion
−Removed: Accounts payable
−Removed: Accrued expenses
−Removed: Deferred revenue
−Removed: Lease liability, current portion
−Removed: Total current liabilities
−Removed: Deferred revenue – long term
−Removed: Long term lease liability
−Removed: Total liabilities
−Removed: Commitments & Contingencies
−Removed: Stockholders’ equity:
−Removed: Common stock, $ 0.01 par value, authorized 20,000,000 shares;
−Removed: issued 18,116,987 shares and 14,661,487 ;
−Removed: outstanding 17,979,277 and 14,525,960 shares at September 27, 2025 and December 28, 2024, respectively
−Removed: Additional paid-in capital
−Removed: Accumulated other comprehensive income
−Removed: Accumulated deficit
−Removed: Less cost of 137,710 and 135,527 common shares repurchased at each September 27, 2025 and December 28, 2024, respectively
−Removed: Total stockholders’ equity
−Removed: Total liabilities and stockholders’ equity
+Added: (15) Segment Reporting
+Added: The Company views its operations and manages its business as one segment.
+Added: The Company produces and sells advanced material solutions, primarily metal matrix composites, to assemblers of high density electronics and other specialty components and subassemblies.
+Added: The Company also assembles housings and packages for hybrid circuits, selling to the same customers mentioned above.
+Added: These customers represent a single market or segment with similar stringent and well-defined requirements.
+Added: 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.
+Added: The Company also sells armor strike faces to armor manufacturers, using the same manufacturing process used in its other product solutions.
+Added: 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.
+Added: Our chief operating decision maker (CODM) is Brian Mackey, our President and CEO.
+Added: The Company's CODM regularly reviews financial information presented and does not evaluate the Company's operating segment using asset or liability information.
+Added: 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.
+Added: The following table presents segment information for the Company's single reporting segment:
+Added: Product sales
+Added: Cost of product sales
+Added: Selling, general, and administrative expenses
+Added: Income (loss) from operations
+Added: Other income, net
+Added: Income (loss) before income tax
+Added: Income tax provision (benefit)
+Added: Net income (loss)
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3 unchanged sentences
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.
−Removed: This includes the impact of the Russian invasion of Ukraine and other conflicts and potential conflicts throughout the world and the impact of a strong dollar on the prices the Company charges to foreign customers, which are discussed in Item 3 of this report.
+Added: 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.
3 unchanged sentences
There have been no material changes to these policies since December 27, 2025.
−Removed: On July 4, 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted, introducing significant changes to the Internal Revenue Code that affect the Company’s tax accounting estimates.
−Removed: These changes involve a high degree of estimation uncertainty and are reasonably likely to have a material impact on the Company’s financial condition and results of operations.
−Removed: Key areas of estimation affected include:
−Removed: Deferred Tax Asset Realizability:
−Removed: The restoration of immediate expensing for domestic R&E expenditures under new Section 174A and enhanced Section 179 limits may materially alter the timing and magnitude of deductible expenses.
−Removed: The Company is reassessing the realizability of deferred tax assets tied to prior capitalization regimes and evaluating the sensitivity of future reversals .
−Removed: International Tax Provisions (NeCTIe and FDDEI):
−Removed: The restructuring of GILTI and FDII regimes introduces new deduction rates, foreign tax credit limitations, and eligibility criteria.
−Removed: These changes affect the Company’s assumptions regarding foreign income inclusions, expense allocations, and valuation allowances.
−Removed: Estimation uncertainty arises from forecasting foreign earnings, tax credit utilization, and jurisdictional tax rates.
−Removed: Bonus Depreciation and Enhancement of Section 179 Expensing:
−Removed: The reinstatement of 100% bonus depreciation and enhancement of Section 179 requires updated modeling of book-tax differences and deferred balances.
−Removed: The Company is evaluating the impact on capital expenditure forecasts and financing strategies, which may materially affect deferred tax liabilities and effective tax rate projections.
−Removed: The Company’s critical accounting estimates related to income taxes are subject to change as further guidance is issued and as the Company refines its tax planning strategies.
−Removed: Management continues to monitor developments and will update assumptions and disclosures as necessary.
−Removed: Products we provide include baseplates for power electronics used in high-speed electric trains, subway cars, wind turbines, and hybrid and electric vehicles.
−Removed: We provide baseplates and housings used in radar, satellite and avionics applications.
−Removed: We provide lids and heat spreaders used with high performance integrated circuits for use in internet switches and routers.
−Removed: We provide baseplates and housings used in modules built with Wide Band Gap Semiconductors like Silicon Carbide (“SiC”) and Gallium Nitride (“GaN”), collectively Metal Matrix Composites (“MMC”).
+Added: The Company’s products contribute to the electrification of the green economy.
+Added: 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).
+Added: We provide hermetic packages used in radar, satellite and avionics applications.
+Added: We provide lids and heat spreaders used with high performance integrated circuits in internet switches and routers.
+Added: We provide armor for naval and other military applications.
+Added: 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;
−Removed: they may include components made of more traditional materials such as aluminum, cold rolled steel and Kovar.
−Removed: Using its proprietary MMC technology, the Company also produces lightweight armor, particularly for extreme environments and heavy threat levels.
+Added: 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.
7 unchanged sentences
Sales volume is therefore a key financial metric used by management.
−Removed: The Company believes the underlying demand for MMC, housings for hybrid circuits and our proprietary armor solution is growing as the electronics and other industries seek higher performance, higher reliability, and reduced costs.
+Added: 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.
2 unchanged sentences
In March 2007, we changed our name from Ceramics Process Systems Corporation to CPS Technologies Corporation.
−Removed: Results of Operations for the Third Fiscal Quarter of 2025 (Q3 2025) Compared to the Third Fiscal Quarter of 2024 (Q3 2024);
+Added: 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)
−Removed: Revenues totaled $8,804 in Q3 2025 compared with $4,247 generated in Q3 2024, an increase of 107%.
−Removed: Growing demand in our MMC and hermetic packages product lines has significantly increased compared to last year.
−Removed: In September 2024 the Company added a third shift in order to meet this growing demand.
−Removed: In addition, the company received significantly more funding under the federal government’s Small Business Innovation Research ("SBIR") program in Q3 of 2025 as compared to Q3 2024.
−Removed: Lastly, significant increases in the price of gold, which costs are billed to our customers, also contributed to this increase.
−Removed: Gross profit in Q3 2025 totaled $1,503 or 17% of sales.
−Removed: This compares with a gross loss in Q3 2024 of $523 or -12% of sales.
−Removed: This percentage increase was due to several factors including the impact of fixed costs on significantly higher revenues, as well as training costs for our new third shift employees during Q3 of 2024.
−Removed: Selling, general and administrative (SG&A) expenses totaled $1,226 in Q3 2025 compared with SG&A expenses of $963 in Q3 2024.
−Removed: This increase was due to several factors including, the increase in variable compensation as a result of stronger results from operations in Q3 2025 as compared to Q3 2024, the weakening of the U.S.
−Removed: dollar relative to the Euro and its impact on our costs with European vendors, and increased commission costs due to higher revenue.
−Removed: The Company experienced an operating profit of $276 in Q3 2025 compared with an operating loss of $1,486 in Q3 2024.
−Removed: This increase was a result of the increased gross margin, partially offset by the increase in SG&A expenses.
−Removed: Net after tax income was $208 in Q3 2025 compared to an after tax loss of $1,043 in Q3 2024.
−Removed: Results of Operations for the First Nine Months of 2025 Compared to the First Nine Months of 2024 (all $ in 000s)
−Removed: Total revenue was $24,388 in the first nine months of 2025, a 61% increase compared with total revenue of $15,190 in the first nine months of 2024.
−Removed: In spite of the completion of our armor order for the U.S.
−Removed: Navy during 2024, growing demand in our other product lines has significantly increased in 2025 compared to last year.
−Removed: In September 2024 the Company added a third shift in order to meet this growing demand.
−Removed: In addition, the company received significantly more funding under the federal government’s SBIR program in 2025 as compared to 2024.
−Removed: Lastly, significant increases in the price of gold, which costs are billed to our customers, also contributed to this increase.
−Removed: Gross profit in the first nine months of 2025 totaled $4,070 or 17% of sales.
−Removed: In the first nine months of 2024 gross margin totaled $153 or 1% of sales.
−Removed: This percentage increase was due to several factors including the impact of fixed costs on significantly higher revenues, as well as abnormally low production yield levels in some of our hermetic package products during 2024.
−Removed: Selling, general and administrative (SG&A) expenses were $3,527 during the first nine months of 2025, up 10% compared with SG&A expenses of $3,215 in the first nine months of 2024.
−Removed: Increased variable compensation accruals and increased commissions, both due to significantly increased revenue were partially offset by a reduction in accounting and legal fees as well as the cost of a settlement with a former outside consultant in 2024.
−Removed: During the first nine months of 2025, the Company had net other income of $115.
−Removed: This compares with net other income of $242 realized during the first nine months of 2024.
−Removed: The decrease in net other income is primarily due to reduced cash balances in the first nine months of 2025 as compared to 2024.
−Removed: In the first nine months of 2025 the Company had operating income of $543 compared with an operating loss $3,062 in the same period last year.
−Removed: The net income for the first nine months of 2025 totaled $408 versus a net loss of $2,140 in the first nine months of 2024.
−Removed: CPS does not rely on raw materials from Ukraine, Russia, Israel or Gaza.
−Removed: As a result, we do not believe that the Russian invasion of Ukraine will have a direct impact on our results.
−Removed: Nevertheless, there could be an indirect impact regarding supply chain and inflationary issues as a result of these conflicts.
+Added: Revenues totaled $7,029 in Q1 2026 compared with $7,506 in Q1 2025, a decrease of 6%.
+Added: The major factor contributing to this decrease is the reduction in demand from one of our major customers.
+Added: As announced in Q4 2025, CPS received a large order from this customer covering the twelve month period beginning October 2025.
+Added: Through Q1 the customer has taken well less than half of the quantities ordered.
+Added: 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.
+Added: Gross margin in Q1 2026 totaled $607 or 9% of sales.
+Added: This compares with gross margin in Q1 2025 totaled $1,231 or 16% of sales.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The Company had an operating loss of $523 in Q1 2026 compared with operating income of $130 in Q1 2025.
+Added: This decrease was a result of the decreased gross margin discussed above.
+Added: The net after tax loss was $294 in Q1 2026 compared to after tax income of $96 in Q1 2025.
+Added: CPS does not rely on raw materials from Ukraine, Russia, Iran, Israel or Gaza.
+Added: 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.
+Added: Most of our raw materials are sourced domestically.
+Added: In some cases, our suppliers may be sourcing these materials from a foreign source.
+Added: 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.
−Removed: Thus far, we have 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.
+Added: 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.
−Removed: Further, several of our larger customers buy from our major competitor in Japan.
−Removed: The impact of the fluctuation of foreign exchange rates can create situations where our pricing to foreign customers can either more or less competitive as compared to our Japanese competitor.
−Removed: We are beginning to see an impact of tariffs on our cost structure.
−Removed: While many of our raw materials are sourced domestically, we are seeing instances where the domestic supplier is able to raise prices due to the impact of tariffs on prices charged by their foreign competitors.
−Removed: While the overall impact of these costs increases is relatively small, they are still enough to impact our margins.
−Removed: Given that our major competitor is from outside the U.S., our ability to pass on these cost increases to our foreign customers is somewhat limited.
−Removed: These factors combine to create a higher degree of uncertainty regarding future financial performance.
+Added: Wages have also been impacted by inflation.
+Added: We have instituted a combination of wage increases as well as more competitive benefits in order to retain the personnel making up our workforce.
+Added: 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)
−Removed: The Company’s liquid assets at September 27, 2025 consist of cash and cash equivalents of $3,234 and marketable debt securities with a fair value of $1,054.
−Removed: This compares to cash and cash equivalents at December 28, 2024 of $3,281 and $1,031 marketable debt securities held at December 28, 2024.
−Removed: We have recovered from our low cash position near the end of Q1 2025 of $1,930.
−Removed: We expect the trend of cash growth from operations to continue.
−Removed: Trade accounts receivable at September 27, 2025 totaled $5,400 compared with $4,858 at December 28, 2024.
+Added: The Company’s cash and cash equivalents at March 28, 2026 totaled $5,724, with marketable securities of $6,798.
+Added: This compares to cash and cash equivalents at December 27, 2025 of $4,466 and marketable securities of $8,769.
+Added: 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.
+Added: 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.
−Removed: The decrease in DSO was due to increasing sales volumes as we neared the end of 2024.
−Removed: As a result our receivables at the end of 2024 were a higher percentage of receivables than if revenue was spread out evenly during the period.
−Removed: The accounts receivable balances at December 28, 2024, and September 27, 2025, are both net of an allowance for doubtful accounts of $10.
−Removed: Inventories totaled $5,384 at September 27, 2025 compared with inventory totaling $4,331 at December 28, 2024.
+Added: 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.
+Added: The accounts receivable balances at December 27, 2025, and March 28, 2026 were both net of an allowance for credit losses of $10.
+Added: 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.
−Removed: On October 8, 2025 the Company closed an equity raise underwritten by Roth Capital Partners (“Roth”).
−Removed: Roth acquired 3,450,000 shares of the Company’s common stock at a price of $3.00 per share.
−Removed: The net proceeds to the Company were $9,540,025.
−Removed: Due to increased customer demand for our core products, the potential growth of our new product lines (AlMax ® fiber reinforced aluminum, radiation shielding, and others), possible new armor orders, and expanding product development efforts, the Company is actively searching for a larger facility near our current location which will enable us to meet these demands.
−Removed: The proceeds of our equity raise will enable us to pay for the costs to relocate to a different facility, the fit up of the larger facility, and the capital expenditures for the equipment necessary to accommodate this expected growth.
+Added: 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.
4 unchanged sentences
Contractual Obligations (all $ in 000 ’ s unless otherwise noted)
−Removed: The Company has a line of credit (LOC) in the amount of $3.0 million with Rockland Trust Company.
−Removed: 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 (7.25% on 9/27/2025).
−Removed: On September 27, 2025, 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.
−Removed: In March 2020, the company acquired a scanning acoustic microscope for a price of $208 thousand.
−Removed: The full amount was financed through a 5 year note payable with a financing company.
−Removed: This note was paid in full in the first quarter of 2025.
+Added: The Company maintains a $3.0 million revolving line of credit (LOC) with Rockland Trust Company.
+Added: 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.
+Added: 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.
+Added: The LOC remains in effect until terminated per mutual agreement by both parties.
The Company has one real estate lease expiring in February 2028.
1 unchanged sentence
None of these have been capitalized.
−Removed: (Note 6, Leases)
+Added: (Note 6, Commitments and Contingencies)
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.