CPI AEROSTRUCTURES INC

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Annual Report on Form 10-K and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “believe”, “intend”, “plan”, “will”, “will likely result”, “we expect”, “could”, “will continue”, “anticipated”, “estimated” or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties. There can be no assurance that future developments will be those that have been anticipated. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. Further, such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Numerous factors, including the risk factors described in “Item 1A: Risk Factors” in this Annual Report on Form 10-K, could cause our actual results to differ materially from those expressed in our forward-looking statements. We assume no obligation to revise or update any forward looking statements for any reason except as required by law.

The forward-looking statements contained in this Form 10-K speak only as of the date of its filing. Except where required by applicable law, we expressly disclaim a duty to provide updates to forward-looking statements after the date of this Form 10-K to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this Form 10-K are intended to be subject to the safe harbor protection provided by the federal securities laws.

You should read the financial information set forth below in conjunction with our consolidated financial statements and notes thereto.

EXPLANATORY NOTE

During our review of the Company’s (defined below) deferred income tax positions as of December 31, 2023, we determined that, due to the inadequate review, assessment of and reporting of the Company’s temporary differences between book and taxable income, the Company’s December 31, 2022 deferred tax assets and deferred tax liabilities balances as previously reported by the Company in Note 11 “Income Taxes” of the Company’s financial statements which were included within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, require restatement. The restatement of these balances has no impact to the Company’s previously reported net deferred tax asset on its December 31, 2022 balance sheet and no impact to the Company’s previously reported net income, earnings per share or cash flow for the twelve months ended December 31, 2022. The restatement of the aforementioned balances, as well as additional details regarding the restatement adjustments, appears in Note 11 “Income Taxes” of the Company’s financial statements included within this Annual Report on Form 10-K.

Company management has determined that a material weakness exists in the Company’s internal controls relating to the review, assessment of and reporting of the Company’s temporary differences between book and taxable income and has included disclosure of this material weakness in Management’s Annual Report on Internal Control over Financial Reporting included in Part II Item 9A in this Annual Report on Form 10-K. Except as described above and as amended in this Annual Report on From 10-K, we have not amended and do not intend to amend any of our previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.