CPS Technologies美国招股说明书（2026年5月29日版）

1,200,000 Shares of Common Stock We are offering 1,200,000shares of our common stock, par value $0.01 per share (“common stock”), in a registered direct offeringpursuant to this prospectus supplement and the accompanying prospectus and securities purchase agreements with certain Our common stock is listed on the Nasdaq Capital Market under the symbol “CPSH.” On May 27, 2026, the last reported sale priceof shares of our common stock on the Nasdaq Capital Market was $11.59per share. We have engaged Roth Capital Partners, LLC to act as exclusive placement agent in connection with this offering. The placementagent is not purchasing or selling any securities, nor is it required to sell any specific number or dollar amount of securities, but hasagreed to use its reasonable best efforts to arrange the sale of the securities offered by this prospectus supplement and the Public offering price Investing in our common stock involves a high degree of risk. You should carefully review the risks and uncertaintiesreferenced under the heading“Risk Factors”beginning on page S-4of this prospectus supplement and in the accompanying Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. We expect to deliver the shares of common stock offered hereby on or about May 29, 2026, subject to the satisfaction of customaryclosing conditions. Roth Capital Partners The date of this prospectus supplement is May 27, 2026 Prospectus Supplement About This Prospectus SupplementS-1Prospectus Supplement SummaryS-2 Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms ofthis offering and also supplements and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is theaccompanying prospectus, which provides more general information, some of which may not apply to this offering. If the You should rely only on the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus and in any free writing prospectus we may provide to you in connection with this offering. Neitherwe nor the placement agent has authorized any other person to provide you with any information that is different. If anyoneprovides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offersto buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of thisprospectus supplement and the offering of the common stock in certain jurisdictions may be restricted by law. Persons The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of thedate of this prospectus supplement or the date of the accompanying prospectus, as applicable, and the information in thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as ofthe date of those respective documents, regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or of any sale of our common stock. Our business, financial condition, results of operations andprospects may have changed since those dates. It is important for you to read and consider all information contained or This prospectus supplement and the accompanying prospectus and the documents incorporated herein and therein byreference include estimates regarding market and industry data that we prepared based on our management’s knowledge andexperience in the markets in which we operate, together with information obtained from various sources, including publiclyavailable information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and businessorganizations and other contacts in the markets in which we operate. In some cases, we do not expressly refer to the sources In presenting this information, we have made certain assumptions that we believe to be reasonable based on suchdata and other similar sources and on our knowledge of, and our experience to date in, the markets for the products wedistribute. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of In this prospectus supplement, unless the context otherwise requires, the terms “CPS,” “the Company,” “ourcompany,” “we,” “us,” “our” and similar names refer to CPS Technologies Corp. S-1 PROSPECTUS SUPPLEMENT SUMMARY This summary highlights information contained elsewhere in or incorporated by reference into this prospectus supplement orthe ac