CPI Aerostructures Inc美股招股说明书(2026-04-14版)

PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2026) CPI AEROSTRUCTURES, INC. Up to $17,000,000 of Shares of Common Stock We have entered into an At The Market Offering Agreement (the “sales agreement”), with Craig-Hallum Capital Group LLC(“Craig-Hallum” or the “Agent”) acting as sales agent, on March 31, 2026, relating to the sale of shares of our common stock, parvalue $0.001 per share, offered pursuant to this prospectus supplement and the accompanying prospectus. In accordance with the termsof the sales agreement, pursuant to this prospectus supplement and accompanying prospectus, we may offer and sell shares of ourcommon stock having an aggregate offering price of up to $17,000,000 from time to time through Craig-Hallum. Our common stock is listed on NYSE American under the symbol “CVU.” On March 26, 2026, the last reported sale price of ourcommon stock on NYSE American was $4.19 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates,or our public float, was approximately $57,978,205, based on 11,978,969 outstanding shares of common stock held by non-affiliatesand a per share price of $4.84, the closing price of our common stock on March4,2026, which is the highest closing sale price of ourcommon stock on NYSE American within the prior 60 days. We have not sold any securities pursuant to General Instruction I.B.6. ofForm S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including, without limitation, sales made directly on or through NYSE American, or any other existing tradingmarket in the United States for our shares of common stock, sales made to or through a market maker other than on an exchange orotherwise, directly to Craig-Hallum as principal, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices and/or in any other method permitted by law. The Agent will act as a sales agent on a bestefforts basis using commercially reasonable efforts consistent with its normal trading and sales practices, on the terms set forth in thesales agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Agent for sales of common stock sold pursuant to the sales agreement is an amount equal to up to 3.0%of the gross proceeds from the sales hereunder. In connection with the sale of the common stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to beunderwriting commissions or discounts. See“Plan of Distribution”beginning on page S-5for additional information regarding thecompensation to be paid to the Agent. We have also agreed to provide indemnification and contribution to the Agent with respect tocertain liabilities, including liabilities under the Securities Act. We are a smaller reporting company under Rule 405 of the Securities Act and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus, the documents incorporated by reference herein and future filings. Investing in our common stock involves a high degree of risk. See“Risk Factors”beginning on page S-3of this prospectussupplement and similar sections of the documents incorporated by reference into this prospectus supplement for a discussionof information that you should consider in connection with an investment in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Craig-Hallum The date of this prospectus supplement is April 14, 2026. TABLE OF CONTENTS Page No.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-1RISK FACTORSS-3USE OF PROCEEDSS-4DILUTIONS-4PLAN OF DISTRIBUTIONS-5LEGAL MATTERSS-6EXPERTSS-6WHERE YOU CAN FIND MORE INFORMATIONS-7INCORPORATION OF INFORMATION BY REFERENCES-7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein andtherein, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and are based on our current expectations and assumptions regarding future events.Actual results and developments may diffe