CPS Technologies美股招股说明书(2026-05-29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 certaininstitutional investors. The public offering price is $8.00 per share. 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 theaccompanying prospectus. See “Plan of Distribution” beginning on page S-8 of this prospectus supplement for more informationregarding these arrangements. (1)See “Plan of Distribution”for additional disclosure regarding placement agent fees and estimated offering expenses. We haveagreed to pay the placement agent a cash fee equal to 5.5% of the aggregate proceeds from the offering. 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 accompanyingprospectus 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. 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 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-7Plan of DistributionS-8Description of Capital StockS-10Legal MattersS-14ExpertsS-15Where You Can Find More InformationS-16Incorporation of Information By ReferenceS-17 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 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 theinformation 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 information setforth 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. 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. Personsoutside the United States who come into possession of this prospectus supplement must inform themselves about, andobserve any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplementoutside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offerto sell, or a solicitati