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): ~~June~~April 1719, ~~2022~~2023

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		0-16088		04-2832509
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

111 South Worcester Street		02766
Norton,	MA
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 222-0614

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	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 pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CPSH		Nasdaq Capital Market

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.

(b) On ~~June~~April 1719, ~~2022~~2023, ~~CPS~~Michael ~~Technologies Corp~~E. ~~(the~~McCormack ~~“Company”)~~II, ~~entered~~the ~~into~~President anand ~~executive~~Chief ~~severance~~Executive ~~agreement~~Officer ~~with~~of ~~Charles~~CPS K.Technologies ~~Griffith, Jr~~Corp., ~~its Chief Financial Officer~~ (the “~~COC Agreement~~Company”). ~~The~~resigned ~~COC~~from ~~Agreement provides for 12 months of salary continuation (~~the ~~“Salary~~Company, ~~Continuation Period”) in the event of Mr. Griffith’s termination in connection~~ with aan ~~change~~effective ofdate ~~control~~ of ~~the~~April ~~Company. During the Salary Continuation Period~~21, ~~so long as COBRA continuation coverage is timely and properly elected by Mr~~2023. ~~Griffith, the Company has agreed to reimburse~~ Mr. ~~Griffith~~McCormack’s ~~for~~resignation ~~the~~was ~~Company~~not ~~paid~~a ~~portion~~result ~~for the cost~~ of ~~coverage~~any ~~that~~disagreement iswith ~~in effect for~~ the ~~Salary~~Company ~~Continuation~~on ~~Period,~~any ~~which~~matter ~~reimbursements~~relating ~~shall~~to ~~continue until~~ the ~~earlier of (i) the end of the Salary Continuation Period and (ii) the termination of Mr. Griffith~~Company’s ~~COBRA continuation coverage. Further~~operations, inpolicies ~~the~~or ~~event Mr~~practices. Griffith is terminated in connection with a change of control and subject to certain requirements, any outstanding and unvested stock options held by Mr. Griffith at that time shall accelerate in full so that all outstanding and unvested stock options shall become vested. The COC Agreement also provides for indemnification of Mr. Griffith under certain circumstances.

(c) In ~~addition~~connection towith Mr. McCormack’s resignation, the ~~provisions~~Board ~~provided~~of ~~above,~~Directors of the ~~COC~~Company ~~Agreement~~(the ~~also~~“Board”) ~~subjects~~has Mrappointed Charles K. Griffith, toJr., ~~certain~~the ~~non-competition~~Company’s ~~and~~current ~~non-solicitation~~Chief ~~provisions~~Financial ~~during~~Officer, ~~his~~to ~~employment~~serve ~~with~~as the acting president of the Company ~~and~~as the Board commences its search for ~~twelve~~a ~~(12)~~president ~~months~~and ~~following~~chief ~~the~~executive ~~date~~officer. ofMr. ~~his~~Griffith ~~termination~~has ~~from~~served as the Company,’s ~~provided~~Chief ~~that~~Financial ~~the~~Officer ~~non-competition~~since ~~provision~~April ~~shall~~2019. ~~not~~He ~~limit~~came ~~Mr.~~to ~~Griffith~~the Company from ~~being~~SPRI ~~involved~~Clinical inTrials ~~certain~~Global, ~~non-competitive~~LLC, ~~portions~~a ~~businesses~~company ~~that~~managing ~~may~~clinical ~~otherwise~~trials befor ~~deemed~~the ~~competitive~~pharmaceutical ~~under~~industry, ~~the~~where ~~COC~~he ~~Agreement~~served as Chief Financial Officer from May 2007 to December 2018. Prior to joining SPRI, Mr. Griffith ~~has~~was ~~also~~the ~~agreed~~Vice toPresident-Finance ~~adhere~~at toVertex Distribution (previously known as Pawtucket Fasteners and Bell Fasteners), a ~~non~~Rhode Island-~~disparagement~~based, ~~clause~~private-equity owned manufacturer and distributor of corrosion resistant fasteners, where he worked for ~~the~~27 ~~period~~years. Mr. Griffith has an accounting degree from The College of ~~his~~William ~~employment~~and Mary, and ~~following~~an ~~his~~M.B.A. ~~termination~~from Bryant University.

~~The~~As ~~foregoing~~compensation ~~summary~~for ofhis services to the ~~COC~~Company ~~Agreement~~as ~~does~~Chief ~~not~~Financial ~~purport~~Officer, toMr. beGriffith ~~complete~~receives a salary of $200,000, and is ~~qualified~~eligible into ~~its~~receive ~~entirety~~a byperformance-based ~~reference~~bonus toat the ~~COC~~discretion ~~Agreement~~of the Board. In 2023, ~~which~~Mr. Griffith was provided a discretionary bonus of $95,000 related to his 2022 performance. Mr. Griffith is ~~attached~~also a party to ~~this~~that certain Executive Severance Agreement, which was disclosed in a Current Report on Form 8-K ason ~~Exhibit~~April 104, 2023, and which Form 8-K is incorporated herein by reference.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Executive Severance Agreement, dated as of June 17, 2022. (incorporated by reference to the Company’s Current Report on Form 8-K (file number 000-16088) filed with the Securities and Exchange Commission on April 4, 2023)
99.1	Press Release, dated April 21, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	CPS TECHNOLOGIES CORP.
DATE: April 4, 2023	By:	/s/ Charles K. Griffith, Jr.
DATE: April 21, 2023	By:	/s/ Charles K. Griffith, Jr.
		Charles K. Griffith, Jr.
		Chief Financial Officer
		Chief Financial Officer and acting CEO

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