UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported): October ~~July 30~~7, 2025

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16088	04-2832509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 South Worcester Street, Norton, Massachusetts	02766
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code	508-222-0614

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4( c)) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CPSH	Nasdaq Capital Market

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~July~~October 307, 2025, CPS Technologies Corp. (the “Company”) ~~issued~~entered ainto ~~press~~an ~~release~~underwriting ~~announcing~~agreement ~~its~~(the ~~financial~~“Underwriting ~~results~~Agreement”) ~~for~~with Roth Capital Partners, LLC, as representative (the ~~three~~“Representative”) ~~months~~of ~~ended~~the ~~June~~several 28underwriters named therein (collectively, ~~2025~~the “Underwriters”), relating to the underwritten public offering by the Company of 3,000,000 shares of the Company’s common stock, par value $0.01 Aper ~~copy~~share (“Common Stock”), with an overallotment option for an additional 450,000 shares, at a public offering price per share of $3.00 (the ~~press~~“Offering”). ~~release~~In isaddition, ~~attached~~the ~~hereto~~Company, asand ~~Exhibit~~the 99Company’s directors and isexecutive ~~incorporated~~officers ~~herein~~agreed innot ~~its~~to ~~entirety~~sell byor ~~reference~~transfer any Common Stock without first obtaining the written consent of Roth Capital Partners, LLC, subject to certain exceptions, for 90 days following the closing of the Offering. On October 8, 2025, the Offering closed, and the Company completed the sale and issuance of an aggregate of 3,450,000 shares of Common Stock, including full exercise of the overallotment option.

The ~~information~~Company inreceived ~~this~~net ~~Item~~proceeds ~~2.02,~~of ~~including~~approximately ~~Exhibits 99~~$9.15 ~~and 99.2 attached hereto~~million, ~~shall~~after ~~not~~deducting beunderwriting ~~deemed~~discounts ~~“filed”~~and ~~for~~commissions ~~purposes~~and ofestimated ~~Section~~offering 18expenses ofpayable by the ~~Securities~~Company. ~~Exchange Act of 1934 (~~The ~~“Exchange~~Company ~~Act”)~~currently orintends ~~otherwise subject~~ to use the ~~liabilities~~net ofproceeds ~~that~~from ~~section,~~the ~~nor~~Offering ~~shall~~for itgeneral becorporate ~~deemed~~purposes, ~~incorporated~~which bymay ~~reference~~include inworking ~~any~~capital, ~~filing~~capital ~~under~~expenditures, and the ~~Securities~~expansion ~~Act~~ of ~~1933,~~production ascapacity ~~amended,~~to ormeet ~~the~~customer ~~Exchange Act~~demand, ~~except~~including asthrough ~~expressly~~a ~~set~~local ~~forth~~move byto ~~specific reference in such~~ a ~~filing~~larger facility.

~~Cautionary~~The ~~Note~~Offering ~~Regarding~~was ~~Forward~~made pursuant to the shelf registration statement on Form S-~~Looking~~3 ~~Statements~~(File No. 333-282266) (the “Registration Statement”), a prospectus included in the Registration Statement, the preliminary prospectus supplement, which was filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2025, and a final prospectus supplement, which was filed with the SEC on October 8, 2025.

~~Except~~The ~~for~~Underwriting ~~historical~~Agreement ~~information~~contains ~~contained~~customary inrepresentations, warranties, covenants, indemnification obligations of the ~~press~~Company ~~release~~and ~~attached~~the Underwriters, including for liabilities under the Securities Act of 1933, as anamended, ~~exhibit~~and ~~hereto~~other obligations of the parties. The representations, warranties and covenants contained in the ~~press~~Underwriting ~~release~~Agreement ~~contains~~were ~~forward-looking~~made ~~statements~~only ~~which~~for ~~involve~~purposes ~~certain~~of ~~risks~~such agreement and ~~uncertainties~~as ~~that~~of ~~could~~specific ~~cause~~dates, ~~actual~~were ~~results~~solely for the benefit of the parties to ~~differ~~such ~~materially~~agreement, ~~from~~and ~~those~~may ~~expressed~~be orsubject ~~implied~~to limitations agreed upon by ~~these~~the ~~statements~~contracting parties. ~~Please~~A ~~refer~~copy toof the ~~cautionary~~Underwriting ~~note~~Agreement inis ~~the~~attached ~~press~~as ~~release~~Exhibit ~~regarding~~1.1 ~~these~~hereto ~~forward-looking~~and ~~statements~~is hereby incorporated by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit

~~Item~~A 8copy of the legal opinion of Nutter, McClennen & Fish LLP relating to the validity of the issuance and sale of the shares in the Offering is filed as Exhibit 5.011 ~~Other~~to ~~Events~~this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Exhibit 99.2 is incorporated herein in its entirety by reference.

EXHIBIT NUMBER	DESCRIPTION
1.1	Underwriting Agreement, dated October 7, 2025, by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein
5.1	Opinion of Nutter, McClennen & Fish, LLP
23.1	Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

Item 9.01 Financial Statements and Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated July 30, 2025 of CPS Technologies Corp. announcing its financial results for the three months ended June 28, 2025
99.2	Financial results for the three and six months ended June 28, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CPS ~~Technologies~~TECHNOLOGIES ~~Corp~~CORP. Dated: October 8, 2025

(Registrant)

Date: August 1, 2025

/s/ Charles K. Griffith, Jr.

Name: Charles K. Griffith, Jr.

Title: Chief Financial Officer

Filing Compare · CPS TECHNOLOGIES CORP/DE/