UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March~~April 214, 2020

MIKROS SYSTEMS CORPORATION

(Exact Name of Registrant Specified in Charter)

Delaware

State or Other Jurisdiction of

Incorporation of Organization)

000-14801

(Commission

File Number)

14-1598200

(IRS Employer

Identification Number)

707 Alexander Road

Building 2, Suite 208

Princeton, NJ

(Address of Principal Executive Offices)

08540

(Zip Code)

Registrant’s telephone number, including area code (609) 987-1513

(Former Name or Former Address, if Changed Since Last Report)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~March~~April 214, 2020, ~~Mark~~Mikros ~~Malone~~Systems ~~resigned~~Corporation as(the ~~President~~“Company”) ofentered ~~Mikros~~into ~~Systems~~a ~~Corporation~~Paycheck Protection Program Term Note (the “~~Company~~PNC Note”). ~~Concurrent~~ with ~~his~~PNC ~~resignation~~Bank, ~~Walter~~National T.Association (~~Chuck~~“PNC”) ~~Bristow,~~pursuant to the ~~Chief~~Paycheck ~~Operating~~Protection ~~Officer~~Program (the “Program”) of the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. The Company received total proceeds of $753,300 ~~was~~from ~~appointed~~the toPNC ~~serve~~Note. asIn accordance with the ~~President~~requirements of the CARES Act, the Company will use proceeds from the PNC Note primarily for payroll costs and lease payments. MrInterest accrues on the PNC Note at the rate of 1.00% ~~Bristow~~per ~~will~~annum. ~~continue~~The Company may apply to ~~serve~~PNC asfor forgiveness of the ~~Chief~~amount ~~Operating~~due ~~Officer~~on the PNC Note which shall be an amount equal to the sum of eligible payroll costs, rent obligations, and covered utility payments incurred during the ~~Company~~eight weeks following disbursement under the PNC Note.

~~Walter~~During T.the ~~(Chuck)~~period ~~Bristow~~from April 14, 622020 ~~has~~through ~~served~~the assix-month ~~Chief~~anniversary ~~Operating~~of ~~Officer~~the date of the ~~Company~~PNC ~~since~~Note ~~July~~(the ~~2017.~~“Deferral MrExpiration Date”), neither principal nor interest shall be due and payable. ~~Bristow~~On ~~was~~the ~~Vice~~Deferral ~~President~~Expiration Date, the outstanding principal of ~~Operations~~the ~~from~~PNC ~~February~~Note ~~2015~~that is not forgiven under the Program (the “Conversion Balance”) shall convert to ~~July~~an ~~2017~~amortizing term loan. On November 15, ~~with~~2020, ~~responsibility~~all ~~for~~accrued ~~operations~~interest inthat is not forgiven under the ~~Fort~~Program ~~Washington,~~shall ~~Pennsylvania~~be due and ~~Largo~~payable. Additionally, ~~Florida~~on ~~facilities.~~November ~~Mr.~~15, ~~Bristow~~2020 ~~was~~and ~~Vice~~continuing ~~President~~on ofthe ~~Engineering~~15th ~~from~~day ~~August~~of ~~2007~~each month thereafter until ~~February~~April ~~2015~~14, 2022 equal installments of principal shall be due and ~~served~~payable, aseach ~~our~~in ~~Director~~an ofamount ~~Engineering~~determined ~~from~~by ~~October~~dividing ~~2003~~the toConversion ~~October~~Balance ~~2007.~~by ~~Prior~~18 to(the ~~Mikros,~~“Monthly MrPrincipal Amount”). ~~Bristow~~Interest ~~served~~shall asbe payable at the ~~Director~~same oftimes ~~Network~~as ~~Engineering~~the ~~for~~Monthly ~~Clariti~~Principal ~~Telecommunications~~Amount. ~~International,~~Any outstanding principal and aaccrued ~~hardware~~interest ~~engineer~~shall ~~with~~be ~~Magnavox/General~~due ~~Atronics~~and ~~Corporation,~~payable ain ~~manufacturer~~full ofon ~~military~~April ~~communications~~14, ~~equipment~~2022.

InThe ~~connection~~Company ~~with~~has ~~his~~the ~~appointment,~~right ~~Mr.~~to ~~Bristow’s~~prepay ~~base~~any ~~salary~~amounts ~~was~~outstanding ~~increased~~under the PNC Note at any time and from time to ~~$200~~time,~~000~~ in whole or in part, without penalty.

In connection with his resignation, we entered into a consulting agreement with Mr. Malone to provide financial advisory, strategic planning and corporate governance consulting services to the Board of Directors. The ~~consulting~~foregoing ~~agreement~~description ~~has an initial term ending on May 31, 2020, provides for a fee~~ of ~~$20,000 per month plus a potential discretionary performance bonus, may be extended for additional one (1) month terms upon mutual agreement of~~ the ~~parties~~PNC ~~with~~Note ~~the~~is ~~monthly~~qualified ~~fee adjusted to reflect any reduction~~ in ~~the~~its ~~volume~~entirety ofby ~~services,~~reference ~~and provides for all restrictions and vesting provisions applicable~~ to ~~the~~Exhibit ~~60,000 shares of restricted stock previously awarded to Mr~~10.1 ~~Malone~~attached to ~~lapse~~this ~~and~~Current ~~accelerate~~Report ~~in full~~ on ~~May~~Form 318-K, ~~2020,~~which ~~provided~~is ~~that~~incorporated ~~the~~herein ~~consulting~~by ~~agreement has not been earlier terminated~~reference.

~~SIGNATURES~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Pursuant~~The toinformation ~~the~~provided ~~requirements~~in ofItem ~~the~~1.01 ~~Securities~~is ~~Exchange~~hereby ~~Act~~incorporated ~~of 1934, the registrant has duly caused this report to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

	MIKROS SYSTEMS CORPORATION
Dated: March 2, 2020	By:	/s/ Thomas J. Meaney
		Thomas J. Meaney
		Chief Executive Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Exhibit Description

10.1

Term Note, between PNC Bank, National Association and Mikros Systems Corporation, dated April 14, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIKROS SYSTEMS CORPORATION


Dated: April 17, 2020	By:	/s/ Thomas J. Meaney
		Thomas J. Meaney
		Chief Executive Officer

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