CPS Technologies Corp美股招股说明书(2025-10-08版)

CPS TECHNOLOGIES CORP. 3,000,000 Shares ofCommon Stock We are offering 3,000,000shares of our common stock, par value $0.01 per share (“common stock”). The public offering price is$3.00 per share. Our common stock is listed on Nasdaq Capital Market, or Nasdaq, under the symbol “CPSH.” On October 7, 2025, the lastreported sale price of shares of our common stock on the Nasdaq Capital Market was $3.29per share. (1)See “Underwriting”for additional disclosure regarding the underwriting discounts and commissions and estimated offeringexpenses. We have granted the underwriters an option for a period of up to 45 days from the date of this prospectus supplement to purchaseup to 450,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. One or more of our board members and executive officers may purchase (directly or through related entities) shares of commonstock in this offering at the public offering price. Because indications of interest are not a binding agreement or commitment topurchase, these individualsmay determine to purchase shares in this offering, or the underwriter may determine to sell or not sellshares to these individuals. The aggregate market value of our outstanding common stock held by non-affiliates is approximately $44,433,378.92, which wascalculated based on 10,944,182shares of outstanding common stock that were held by non-affiliates as of October 7, 2025 and aprice per share of $4.06, the closing price of our common stock on September 24, 2025. Pursuant to General Instruction I.B.6. ofForm S-3, in no event will we sell securities pursuant to the registration statement of which this prospectus supplement forms apart with a value more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-monthperiod, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. During theprior 12-calendar-month period that ends on, and includes, the date of this prospectus supplement, we have not offered anysecurities pursuant to General Instruction I.B.6. of Form S-3. Investing in our common stock involves a high degree of risk. You should carefully review the risks and uncertaintiesreferencedunder the heading“Risk Factors”beginning on page S-4 of this prospectus supplement and in theaccompanying prospectus and the documents that are incorporated by reference herein and therein 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. The underwriters expect to deliver the shares offered hereby on or about October 8, 2025, subject to the satisfaction of customaryclosing conditions. Roth Capital Partners The date of this prospectus supplement is October 7, 2025 TABLE OF CONTENTS Prospectus SupplementPageAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-3Risk FactorsS-4Cautionary Statement Regarding Forward-Looking StatementsS-5Use of ProceedsS-6DilutionS-7UnderwritingS-8Description of Capital StockS-11Legal MattersS-15ExpertsS-16Where You Can Find More InformationS-17Incorporation of Information By ReferenceS-18 ProspectusPageAbout This Prospectus1Where You Can Find More Information1Incorporation of Certain Documents by Reference2Prospectus Summary2Cautionary Statement Regarding Forward-Looking Statements3The Company4Risk Factors5Use of Proceeds9Dilution9Description of Capital Stock9Description of Warrants14Description of Rights15Description of Units15Plan of Distribution16Legal Matters18Experts18Where You Can Find More Information18 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific termsof this offering and also supplements and updates information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part isthe accompanying prospectus, which provides more general information, some of which may not apply to this offering. Ifthe information contained or incorporated by reference in this prospectus supplement differs or varies from the informationcontained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securitiesand Exchange Commission, or the SEC, before the date of this prospectus supplement, you should rely on the informationset forth in this prospectus supplement. 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.Neither we nor the underwriter has authorized