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) April 1421, 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~~Securities byregistered ~~check~~or ~~mark~~to ~~whether~~be ~~the~~registered ~~registrant~~pursuant isto anSection 12(b) ~~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.~~:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1421, 2020, ~~Mikros~~Thomas ~~Systems~~J. ~~Corporation (the “Company”) entered into a Paycheck Protection Program Term Note (the “PNC Note”) with PNC Bank~~Meaney, ~~National~~resigned ~~Association~~as ~~(“PNC”)~~Chief ~~pursuant~~Financial toOfficer ~~the~~of ~~Paycheck~~Mikros ~~Protection~~Systems ~~Program~~Corporation (the “~~Program~~Company”) ofeffective ~~the~~May ~~recently enacted Coronavirus Aid~~1, ~~Relief, and Economic Security Act (“CARES Act”) administered by the U~~2020.S. ~~Small~~Concurrent ~~Business~~with ~~Administration~~Mr. ~~The~~Meaney’s ~~Company received total proceeds of $753~~resignation,~~300~~ ~~from~~ the ~~PNC~~Company ~~Note.~~appointed InMark ~~accordance~~J. ~~with~~Malone, ~~the~~currently ~~requirements~~a member of the ~~CARES Act, the~~ Company’s ~~will~~Board ~~use~~of ~~proceeds~~Directors ~~from~~ (the ~~PNC~~“Board”), ~~Note~~to ~~primarily~~serve ~~for~~as ~~payroll~~Chief ~~costs~~Financial Officer and ~~lease~~Chief ~~payments.~~Strategist ~~Interest~~effective ~~accrues~~May ~~on the PNC Note at the rate of~~ 1, 2020.~~00%~~ ~~per annum~~Mr. ~~The~~Meaney ~~Company~~will ~~may~~continue ~~apply~~ to ~~PNC~~serve ~~for~~as ~~forgiveness of~~ the ~~amount~~Company’s ~~due~~Chief onExecutive ~~the~~Officer ~~PNC~~and ~~Note~~member ~~which shall be an amount equal to the sum~~ of ~~eligible payroll costs, rent obligations, and covered utility payments incurred during~~ the ~~eight weeks following disbursement under the PNC Note~~Board.

~~During~~The ~~the~~information ~~period~~regarding ~~from~~the ~~April~~biographical 14information, ~~2020~~business ~~through~~experience ~~the~~and ~~six-month~~background ~~anniversary~~ of ~~the~~Mr. ~~date of the PNC Note (the “Deferral Expiration Date”)~~Malone, ~~neither~~set ~~principal~~forth ~~nor~~in ~~interest~~Part ~~shall~~III. beItem ~~due and payable~~10. OnDIRECTORS, ~~the~~EXECUTIVE ~~Deferral~~OFFICERS ~~Expiration~~AND ~~Date,~~CORPORATE ~~the~~GOVERNANCE ~~outstanding principal~~ of the ~~PNC~~Company’s ~~Note~~Annual ~~that~~Report ison ~~not~~Form ~~forgiven~~10-K ~~under~~for the ~~Program~~Company’s ~~(the~~fiscal ~~“Conversion~~year ~~Balance”)~~ended ~~shall~~December ~~convert to an amortizing term loan. On November 15~~31, ~~2020~~2019, ~~all~~as ~~accrued~~filed ~~interest~~with ~~that is not forgiven under~~ the ~~Program~~United ~~shall~~States beSecurities ~~due~~Exchange ~~and~~Commission ~~payable. Additionally,~~ on ~~November~~March 1530, 2020 ~~and continuing on the 15th day of each month thereafter until April 14~~, ~~2022~~is ~~equal~~incorporated ~~installments of principal shall be due and payable, each in an amount determined~~ by ~~dividing~~reference ~~the Conversion Balance by 18 (the “Monthly Principal Amount”)~~herein. ~~Interest shall be payable at the same times as the Monthly Principal Amount. Any outstanding principal and accrued interest shall be due and payable in full on April 14, 2022.~~

~~The~~In ~~Company~~connection ~~has~~with his appointment, Mr. Malone will receive a base salary of $225,000 per annum and the ~~right~~initial vesting periods applicable to ~~prepay~~the ~~any~~60,000 ~~amounts~~shares ~~outstanding~~of ~~under~~restricted ~~the~~stock ~~PNC~~previously ~~Note~~awarded atto ~~any~~Mr. ~~time~~Malone ~~and~~have ~~from~~been ~~time~~reinstated such that the shares will continue to ~~time,~~vest in ~~whole~~equal orannual ininstallments ~~part,~~over ~~without~~the ~~penalty~~five year period commencing on the date of the applicable grant.

~~The~~Mr. ~~foregoing~~Malone ~~description~~currently ofhas ~~the~~a ~~PNC~~consulting ~~Note~~agreement iswith ~~qualified~~the inCompany ~~its~~to ~~entirety~~provide byfinancial ~~reference~~advisory, tostrategic ~~Exhibit~~planning ~~10.1~~and ~~attached~~corporate governance consulting services to ~~this~~the ~~Current~~Board ~~Report~~of onDirectors. ~~Form~~That ~~8-K,~~consulting ~~which~~agreement iswill ~~incorporated~~terminate ~~herein~~on byApril ~~reference~~30, 2020.

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

~~The~~Pursuant ~~information~~to ~~provided~~the inrequirements ~~Item~~of ~~1.01~~the isSecurities ~~hereby~~Exchange ~~incorporated~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 9.01. Financial Statements and Exhibits.

	MIKROS SYSTEMS CORPORATION


Dated: April 27, 2020	By:	/s/ Thomas J. Meaney
		Thomas J. Meaney
		Chief Executive Officer

(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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