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~~July 2129, 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))

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

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~July 2129, 2020, ~~Thomas J. Meaney, resigned as Chief Financial Officer of~~ Mikros Systems Corporation (the “Company”) ~~effective~~entered ~~May~~into 1,a ~~2020.~~letter ~~Concurrent~~agreement ~~with Mr. Meaney’s resignation,~~ (the ~~Company~~“Agreement”) ~~appointed~~with Mark J. Malone, ~~currently~~Chief aFinancial Officer, Chief Strategist and member of the Company’s Board of Directors. ~~(the~~The ~~“Board”),~~Agreement toprovides ~~serve~~that asin ~~Chief~~the ~~Financial~~event ~~Officer~~of ~~and~~a ~~Chief~~change ~~Strategist~~of ~~effective~~control ~~May~~of 1,the ~~2020.~~Company or the termination of Mr. ~~Meaney~~Malone’s ~~will~~employment ~~continue~~with tothe ~~serve~~Company aswithout cause, the Company’s ~~Chief~~will ~~Executive~~make ~~Officer~~a ~~and~~single ~~member~~lump sum payment to Mr. Malone equal to his annual base salary in effect on the date of termination or occurrence of the ~~Board~~change of control.

The ~~information~~foregoing ~~regarding~~description of the ~~biographical~~Agreement ~~information,~~is ~~business~~qualified ~~experience~~in ~~and~~its ~~background~~entirety ofby ~~Mr.~~reference ~~Malone,~~to ~~set~~Exhibit ~~forth in Part III. Item~~ 10.1 ~~DIRECTORS,~~attached ~~EXECUTIVE~~to ~~OFFICERS~~this ~~AND~~Current ~~CORPORATE GOVERNANCE of the Company’s Annual~~ Report on Form 108-K ~~for the Company’s fiscal year ended December 31~~, ~~2019,~~which ~~as filed with the United States Securities Exchange Commission on March 30, 2020,~~ is incorporated herein by reference ~~herein~~.

InItem ~~connection with his appointment, Mr~~9.01. ~~Malone~~Financial ~~will~~Statements ~~receive a base salary of $225,000 per annum~~ and ~~the initial vesting periods applicable to the 60,000 shares of restricted stock previously awarded to Mr~~Exhibits. ~~Malone have been reinstated such that the shares will continue to vest in equal annual installments over the five year period commencing on the date of the applicable grant.~~

Mr. Malone currently has a consulting agreement with the Company to provide financial advisory, strategic planning and corporate governance consulting services to the Board of Directors. That consulting agreement will terminate on April 30, 2020.(d) Exhibits

Exhibit

Number Exhibit Description

10.1 Letter Agreement between Mikros Systems Corporation and Mark J. Malone, dated July 29, 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~~thereunto duly authorized.

	MIKROS SYSTEMS CORPORATION
Dated: April 27, 2020	By:	/s/ Thomas J. Meaney
Dated: July 29, 2020	By:	/s/ Thomas J. Meaney
		Thomas J. Meaney
		Chief Executive Officer

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