CPS TECHNOLOGIES CORP/DE/ 10-Q

ITEM 1 FINANCIAL STATEMENTS (Unaudited) Condensed CPS TECHNOLOGIES CORP. Balance Sheets (Unaudited) June 27, 2026 December 27, 2025 ASSETS Current assets: Cash and cash equivalents $ 15,354,564 $ 4,466,198 Marketable securities, at fair value 3,801,426 8,769,363 Accounts receivable-trade 4,932,226 5,235,307 Accounts receivable-other 141,338 380,948 Inventories, net 8,649,437 5,598,407 Prepaid expenses and other current assets 298,780 299,829 Total current assets 33,177,771 24,750,052 Property and equipment: Production equipment 10,966,327 10,647,170 Furniture and office equipment 910,310 910,310 Leasehold improvements 997,830 997,830 Total cost 12,874,467 12,555,310 Accumulated depreciation and amortization ( 10,897,944 ) ( 10,877,927 ) Construction in progress 498,657 459,671 Net property and equipment 2,475,180 2,137,054 Intangible assets, net 19,354 21,778 Right-of-use lease asset 264,000 336,000 Deferred taxes, net 2,499,666 2,266,854 Total assets $ 38,435,971 $ 29,511,738 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 3,496,532 $ 3,363,233 Accrued expenses 501,435 907,910 Deferred revenue 487,240 238,044 Lease liability, current portion 163,000 162,000 Total current liabilities 4,648,207 4,671,187 Deferred revenue – long term 31,277 31,277 Long term lease liability 101,000 174,000 Total liabilities 4,780,484 4,876,464 Commitments & Contingencies Stockholders’ equity: Common stock, $ 0.01 par value, authorized 25,000,000 and 20,000,000 shares; issued 19,605,017 and 18,132,767 shares; outstanding 19,387,942 and 17,988,634 shares at each June 27, 2026 and December 27, 2025 196,043 181,320 Additional paid-in capital 60,122,967 50,295,019 Accumulated other comprehensive income (loss) ( 3,220 ) 139 Accumulated deficit ( 25,726,323 ) ( 25,469,891 ) Less cost of 217,075 and 144,133 common shares repurchased at each June 27, 2026 and December 27, 2025 ( 933,980 ) ( 371,313 ) Total stockholders’ equity 33,655,487 24,635,274 Total liabilities and stockholders’ equity $ 38,435,971 $ 29,511,738 See accompanying notes to condensed financial statements. CPS TECHNOLOGIES CORP. Condensed Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Product sales $ 8,309,323 $ 8,078,657 $ 15,338,071 $ 15,584,578 Cost of product sales 7,080,534 6,742,341 13,502,404 13,017,261 Gross profit 1,228,789 1,336,316 1,835,667 2,567,317 Selling, general, and administrative expenses 1,487,316 1,199,389 2,616,828 2,300,739 Income (loss) from operations ( 258,527 ) 136,927 ( 781,161 ) 266,578 Other income, net 146,168 19,025 292,373 69,501 Net income (loss) before income taxes ( 112,359 ) 155,952 ( 488,788 ) 336,079 Income tax provision (benefit) ( 150,106 ) 52,119 ( 232,356 ) 136,284 Net income (loss) $ 37,747 $ 103,833 $ ( 256,432 ) $ 199,795 Other comprehensive income (loss) Net unrealized gains (loss) on available for sale securities 1,398 8,169 ( 3,359 ) 10,206 Reclassification adjustment for gains included in net income - - - ( 16,237 ) Total other comprehensive income (loss) 1,398 8,169 ( 3,359 ) ( 6,031 ) Comprehensive income (loss) 39,145 112,002 ( 259,791 ) 193,764 Net income (loss) per basic common share $ 0.00 $ 0.01 $ ( 0.01 ) $ 0.01 Weighted average number of basic common shares outstanding 18,460,574 14,525,960 18,108,732 14,525,960 Net income (loss) per diluted common share $ 0.00 $ 0.01 $ ( 0.01 ) $ 0.01 Weighted average number of diluted common shares outstanding 18,854,120 14,577,433 18,108,732 14,560,672 See accompanying notes to condensed financial statements. CPS TECHNOLOGIES CORP. CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 27, 2026 AND JUNE 28, 2025 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Stock repurchased Total stockholders’ equity Balance at March 28, 2026 18,151,767 $ 181,510 $ 50,377,081 $ ( 4,618 ) $ ( 25,764,070 ) $ ( 374,706 ) $ 24,415,197 Share-based compensation expense - - 174,845 - - - 174,845 Other comprehensive income - - - 1,398 - - 1,398 Employee option exercises 253,250 2,533 586,041 - - ( 559,274 ) 29,300 Issuance of common stock 1,200,000 12,000 8,985,000 - - - 8,997,000 Net income - - - - 37,747 - 37,747 Balance at June 27, 2026 19,605,017 $ 196,043 $ 60,122,967 $ ( 3,220 ) $ ( 25,726,323 ) $ ( 933,980 ) $ 33,655,487 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Stock repurchased Total stockholders’ equity Balance at December 27, 2025 18,132,767 $ 181,320 $ 50,295,019 $ 139 $ ( 25,469,891 ) $ ( 371,313 ) $ 24,635,274 Share-based compensation expense - - 223,094 - - - 223,094 Other comprehensive loss - - - ( 3,359 ) - - ( 3,359 ) Employee option exercises 272,250 2,723 619,854 ( 562,667 ) 59,910 Issuance of common stock 1,200,000 12,000 8,985,000 - - - 8,997,000 Net loss - - - - ( 256,432 ) - ( 256,432 ) Balance at June 27, 2026 19,605,017 $ 196,043 $ 60,122,967 $ ( 3,220 ) $ ( 25,726,323 ) $ ( 933,980 ) $ 33,655,487 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated other comprehensive income Accumulated deficit Stock repurchased Total stockholders’ equity Balance at March 29, 2025 14,661,487 $ 146,615 $ 40,702,574 $ 1,300 $ ( 25,794,283 ) $ ( 340,138 ) $ 14,716,068 Share-based compensation expense - - 49,353 - - - 49,353 Other comprehensive income - - - 8,169 - - 8,169 Net loss - - - - 103,833 - 103,833 Balance at June 28, 2025 14,661,487 $ 146,615 $ 40,751,927 $ 9,469 $ ( 25,690,450 ) $ ( 340,138 ) $ 14,877,423 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated other comprehensive income Accumulated deficit Stock repurchased Total stockholders’ equity Balance at December 28, 2024 14,661,487 $ 146,615 $ 40,580,387 $ 15,500 $ ( 25,890,245 ) $ ( 340,138 ) $ 14,512,119 Share-based compensation expense - - 171,540 - - - 171,540 Net unrealized gains on available for sale securities - - - 10,206 - - 10,206 Reclassification adjustment for gains included in net income - - - ( 16,237 ) - - ( 16,237 ) Net income - - - - 199,795 - 199,795 Balance at June 28, 2025 14,661,487 $ 146,615 $ 40,751,927 $ 9,469 $ ( 25,690,450 ) $ ( 340,138 ) $ 14,877,423 See accompanying notes to condensed financial statements. CPS TECHNOLOGIES CORP. Condensed Statements of Cash Flows (Unaudited) Six Months Ended June 27, June 28, 2026 2025 Cash flows from operating activities: Net income (loss) $ ( 256,432 ) $ 199,795 Adjustments to reconcile net income (loss) to cash used in operating activities: Depreciation and amortization 307,648 321,189 Share-based compensation 223,094 171,540 Realized gain on sale of marketable securities ( 32,462 ) ( 12,183 ) Deferred taxes ( 232,812 ) 135,828 Changes in: Accounts receivable-trade 303,081 ( 744,495 ) Accounts receivable-other 239,610 ( 238,961 ) Inventories ( 3,051,030 ) ( 867,180 ) Prepaid expenses and other current assets 1,049 217,350 Accounts payable 133,299 232,511 Accrued expenses ( 406,474 ) 123,184 Deferred revenue 249,196 ( 142,045 ) Net cash used in operating activities ( 2,522,233 ) ( 603,467 ) Cash flows from investing activities: Purchases of property and equipment ( 634,036 ) ( 265,918 ) Acquisition cost of patents and trademarks ( 2,144 ) ( 21,363 ) Proceeds from sale of marketable securities 8,310,000 518,000 Purchases of marketable securities ( 3,320,131 ) ( 525,772 ) Net cash provided by (used in) investing activities 4,353,689 ( 295,053 ) Cash flows from financing activities: Proceeds from employee stock options 59,910 - Proceeds from issuance of common stock 8,997,000 - Payments on note payable - ( 8,130 ) Net cash provided by (used in) financing activities 9,056,910 ( 8,130 ) Net increase (decrease) in cash and cash equivalents 10,888,366 ( 906,650 ) Cash and cash equivalents at beginning of period 4,466,198 3,280,687 Cash and cash equivalents at end of period $ 15,354,564 $ 2,374,037 Supplemental disclosures of cash flows information: Cash paid for interest $ - 26 Net exercise of stock options $ 562,667 See accompanying notes to condensed financial statements. CPS TECHNOLOGIES CORP. Notes to Financial Statements (Unaudited) (1) Nature of Business CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive, defense 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, and other microelectronics 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 and US 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 other comprehensive income (loss). (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’s marketable securities consist solely of US Treasury Bills and US Government bonds with a maturity of 12 months or less and which fall under Level II of the fair value hierarchy. The value of these US Treasury Bills and US Government bonds as of June 27, 2026 was $ 3,801,426 and was $ 8,769,363 as of December 27, 2025. June 27, 2026 December 27, 2025 Cost basis $ 3,804,646 $ 8,769,502 Unrealized gain (loss) ( 3,220 ) ( 139 ) Total fair value $ 3,801,426 $ 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. Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Had there been a profit year to date in 2026, the dilutive effect would have been 379,047 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 Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Basic EPS Computation: Numerator: Net income (loss) $ 37,747 $ 103,833 $ ( 256,432 ) $ 199,795 Denominator: Weighted average Common shares Outstanding 18,460,574 14,525,960 18,108,732 14,525,960 Basic EPS $ 0.00 $ 0.01 $ ( 0.01 ) $ 0.01 Diluted EPS Computation: Numerator: Net income (loss) $ 37,747 $ 103,833 $ ( 256,432 ) $ 199,795 Denominator: Weighted average common shares outstanding 18,460,574 14,525,960 18,108,732 14,525,960 Dilutive effect of stock options 393,546 51,473 - 34,712 Total Shares 18,854,120 14,577,433 18,108,732 14,560,672 Diluted EPS $ 0.00 $ 0.01 $ ( 0.01 ) $ 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 non-current 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 are $ 169 thousand through maturity. The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating lease as of June 27, 2026: (Dollars in Thousands) Maturity of capitalized lease liabilities Lease payments Remaining 2026 90 2027 169 2028 28 Total undiscounted operating lease payments $ 287 Less: Imputed interest ( 23 ) Present value of operating lease liability $ 264 Balance Sheet Classification Current lease liability $ 163 Long-term lease liability 101 Total operating lease liability $ 264 Other Information Remaining lease term for capitalized operating lease (months) 20 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 second quarter of 2026 and $ 84 thousand for the six months ended June 27, 2026. These costs are 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 quarter ended June 27, 2026, 99,600 stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and 37,500 stock options were granted to outside directors. For the six months ended June 27, 2026 a total of 99,600 stock options and 37,500 stock options were granted to employees and directors, respectively. During the quarter ended June 28, 2025, no stock options were granted to employees under the Plan and no stock options were granted to outside directors. For the six months ended June 28, 2025 a total of 115,000 stock options and 75,000 stock options were granted to employees and directors, respectively. During the three and six months ended June 27, 2026, there were 253,250 and 272,250 options exercised and corresponding shares issued at a weighted average price of $ 2.37 and $ 2.28 . During the three and six months ended June 28, 2025, there were no options exercised and corresponding shares issued. During the three and six months ended June 27, 2026, the Company repurchased 72,271 and 72,942 shares for employees to facilitate their exercise of stock options. During the three and six months ended June 28, 2025, the Company did not repurchase any shares for employees to facilitate their exercise of stock options. There were also 929,900 options outstanding at a weighted average price of $ 2.80 with a weighted average remaining contractual term of 7.31 years as of June 27, 2026, and there were 476,925 options exercisable at a weighted average price of $ 2.73 with a weighted average remaining term of 6.67 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 June 28, 2025 and there were 594,100 shares exercisable at a weighted average price of $ 2.40 with a weighted average remaining term of 6.49 years. The Plan, as amended, is authorized to issue 1,500,000 shares of common stock. As of June 27, 2026, there were 281,270 shares available for future grants under the 2020 Plan and 49,200 shares outstanding under the 2009 Plan. As of June 28, 2025, there were 421,400 shares available for future grants under the 2020 Plan and 141,900 shares outstanding under the 2009 Plan. As of June 27, 2026, there was $ 582 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 2.30 years. During the three and six months ended June 27, 2026, the Company recognized $ 174,845 and $ 223,094 , respectively, as shared-based compensation expense related to previously granted shares under the Plan. During the three and six months ended June 28, 2025, the Company recognized $ 49,354 and $ 171,540 , respectively, as shared-based compensation expense related to previously granted shares under the Plan. (10) Inventories Inventories consist of the following: June 27, December 27, 2026 2025 Raw materials $ 3,411,186 $ 2,559,787 Work in process 1,740,575 3,449,211 Finished goods 4,516,168 278,770 Total inventory 9,667,929 6,287,768 Reserve for obsolescence ( 1,018,492 ) ( 689,361 ) Inventories, net $ 8,649,437 $ 5,598,407 (11) Accrued Expenses Accrued expenses consist of the following: June 27, December 27, 2026 2025 Accrued legal and accounting $ 76,653 $ 101,605 Accrued payroll and related expenses 307,070 683,631 Accrued other 117,712 122,674 Total accrued expenses $ 501,435 $ 907,910 ( 12 ) Line of Credit The Company has 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 ( 6.75 % at June 27, 2026) . On June 27, 2026 and December 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. The line of credit remains in effect until terminated per mutual agreement by both parties. Total interest expense in Q1 and Q2 of 2026 was $ 0 and it was $ 0 for Q1 and Q2 of 2025. (13) 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: June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Product sales $ 8,309,323 $ 8,078,657 $ 15,338,071 $ 15,584,578 Cost of product sales 7,080,534 6,742,341 13,502,404 13,017,261 Gross profit 1,228,789 1,336,316 1,835,667 2,567,317 Selling, general, and administrative expenses 1,487,316 1,199,389 2,616,828 2,300,739 Income (loss) from operations ( 258,527 ) 136,927 ( 781,161 ) 266,578 Other income, net 146,168 19,025 292,373 69,501 Income (loss) before income taxes ( 112,359 ) 155,952 ( 488,788 ) 336,079 Income tax provision (benefit) ( 150,106 ) 52,119 ( 232,356 ) 136,284 Net income (loss) $ 37,747 $ 103,833 $ ( 256,432 ) $ 199,795 ( 14 ) 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. Management has determined that a valuation allowance is not needed as it expects that the deferred tax asset will be fully utilized. For the three and six months ended June 27, 2026 the deferred tax asset increased by $ 150,106 and $ 232,812 for the estimated tax benefit on Q2 and year to date net operating losses, respectively. 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. It is anticipated that the unamortized Section 174 R&E expenditures at Q2 2026 will be expensed as follows (subject to further analyses and discussions): Q3 2026 216,914 216,914 Expense 12.5% of 2022-2024 Q4 2026 216,914 216,914 Expense 12.5% of 2022-2024 Totals 433,828 433,828 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 ) Equity Capital Raise On May 27, 2026, the Company filed with the Secretary of State of Delaware a Certificate of Amendment of the Company’s Restated Certificate of Incorporation, effective as the same date. The amendment increased the number of shares of common stock that the Company is authorized to issue from 20,000,000 to 25,000,000 . On May 27, 2026, the Company entered into securities purchase agreements with certain institutional investors for the sale by the Company of 1,200,000 shares of common stock, par value $0.01 per share, in a registered direct offering (the “Offering”), at a purchase price of $ 8.00 per share. The Offering was priced at-the-market under Nasdaq rules. The closing of the Offering occurred on May 29, 2026. The net proceeds to the Company were $ 8,977,000 . 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. 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’s 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. Results of Operations for the Second Fiscal Quarter of 2026 (Q2 2026) Compared to the Second Fiscal Quarter of 2025 (Q2 2025); (all $ in 000 ’ s) Revenues totaled $8,309 in Q2 2026 compared with $8,078 generated in Q2 2025, an increase of 3%. The increase was primarily driven by higher demand for components used in the semiconductor capital equipment and defense supply chains. This growth was partially offset by lower order volumes from certain customers that use baseplates in power electronics, following significant growth in demand from those customers in 2025. Gross profit in Q2 2026 totaled $1,229 or 15% of sales. This compares with a gross profit in Q2 2025 of $1,336 or 17% of sales. Excluding the impact of higher gold plating costs, underlying gross margin performance remained consistent with the prior year. Increases in gold costs are passed through to customers without a corresponding markup, resulting in approximately equal increases in both sales and cost of sales. As a result, while gross profit dollars are largely unaffected, the gross profit percentage declines. Selling, general and administrative (SG&A) expenses totaled $1,487 in Q2 2026 compared with SG&A expenses of $1,199 in Q2 2025. The increase was primarily attributable to higher stock-based compensation expense resulting from grants to directors that vested immediately during the second quarter of 2026. In 2025 these options were granted during the first quarter. The remaining increase was primarily due to higher marketing expenses and one-time legal costs. The Company reported an operating loss of ($259) in Q2 2026, compared with operating income of $137 in Q2 2025. The change was primarily attributable to the increase in SG&A expenses discussed above. Other income, consisting primarily of interest income, increased to $146 during Q2 2026 from $19 during Q2 2025, reflecting higher interest earned on the proceeds from two recent capital issues. Together with the income tax benefit recognized on the operating loss, this resulted in net income of $38 for Q2 2026, compared with $104 in Q2 2025. Results of Operations for the First Six Months of 2026 Compared to the First Six Months of 2025 (all $ in 000s) Total revenue was $15,338 in the first half of 2026, a $247 decline compared with total revenue of $15,585 in the first half of 2025. This decline happened in Q1 2026 which saw a reduction in demand from one major customer which has started to be recovered in Q2 2026. Gross profit in the first six months of 2026 totaled $1,836 or 12% of sales, compared with $2,567, or 16% of sales, for the first six months of 2025. The decrease in gross margin percentage was partly attributable to higher gold prices, which increased 40% compared with the first half of 2025. As previously mentioned, these higher gold costs without a corresponding markup caused the gross profit percentage to decline without a material impact on gross profit dollars. We also saw increases in other material costs that were partially offset by improved labor and overhead costs compared with the prior year. Selling, general and administrative (SG&A) expenses were $2,617 during the first six months of 2026, up $316 compared with SG&A expenses of $2,301 in the first six months of 2025. These increases relate to the previously mentioned business development and legal costs during Q2 as well as the new CFO search and higher foreign exchange costs in Q1. The higher material and SG&A costs resulted in an operating loss of ($781) in 2026 compared with an operating profit of $267 in 2025. During the first half of 2026, the Company had net other income of $292 This consists primarily of interest income and compares with net other income of $70 realized during the first half of 2025. The increase in net other income is due to funds placed on investment from the capital raise in the last quarter of 2025 and the end of May 2026. In the first six months of 2026 the Company had a net loss of ($256) compared with net income of $200 in the same period last year. CPS does not rely on raw materials from Ukraine, Russia, Israel or Gaza. As a result, we do not believe that the Russian invasion of Ukraine or the conflict in Israel and Gaza will have a direct impact on our results. Nevertheless, there could be an indirect impact regarding supply chain and inflationary issues as a result of these conflicts. Inflation has had an impact on our costs. 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. 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. Further, several of our larger customers buy from our major competitor in Japan. The impact of the fluctuation of foreign exchange rates can create situations where our pricing to foreign customers can be more or less competitive as compared to our Japanese competitor. We are beginning to see an impact of tariffs on our cost structure. 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. While the overall impact of these costs increases is relatively small, they are still enough to impact our margins. 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. These factors combine to create a higher degree of uncertainty regarding future financial performance. Liquidity and Capital Resources (all $ in 000 ’ s unless noted) The Company’s liquid assets at June 27, 2026 consist of cash and cash equivalents of $15,355 and marketable debt securities with a fair value of $3,801. This compares to cash and cash equivalents at December 27, 2025 of $4,466 and $8,769 marketable debt securities. The increase in liquidity came from a capital raise on May 29, 2026 involving the issuance of 1,200,000 shares of common stock for net proceeds of $8,997. Accounts receivable at June 27, 2026 totaled $4,942 compared with $5,245 at December 27, 2025. Days sales outstanding (DSO) decreased from 61 days at the end of 2025 to 42 days at the end of Q2 2026. The decrease in DSO was primarily due to the timing and mix of sales and related customer collections during the period. The accounts receivable balances at June 27, 2026 and December 27, 2025 are both net of an allowance for credit losses of $10. Inventories totaled $8,649 at June 27, 2026 compared with inventory totaling $5,598 at December 27, 2025. The inventory turnover in the most recent four quarters ending Q2 2026 was 6.6 times (based on a 5 quarter end average) compared with 5.4 times averaged during the four quarters of 2025. Finished goods inventory increased primarily due to the planned build of inventory for products supported by long-term customer orders. The additional inventory is intended to maintain continuity of customer supply during the Company’s planned facility relocation and associated production transition. 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 has 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 (7.5% on 6/27/2026). On June 27, 2026, 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. In March 2020, the Company acquired a scanning acoustic microscope for a price of $208 thousand. The full amount was financed through a 5 year note payable with a financing company. This note was paid in full in the first quarter of 2025. 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 8, Leases)