UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): April 25, 2023

Date of Report (Date of Earliest Event Reported): April 19, 2023

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16088	004-~~16088~~2832509	~~04-2832509~~
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts		02766
(Address of principal executive offices)		(Zip Code)
508-222-0614
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

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

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):

~~Registrant’s~~☐ ~~telephone~~Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code:~~Rule 425 under the Securities Act (~~508)~~17 ~~222-0614~~CFR 230.425)

~~Not~~☐ ~~Applicable~~Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

~~(Former~~☐ ~~name~~Pre-commencement orcommunications ~~former~~pursuant ~~address,~~to ifrule ~~changed~~14d-2(b) ~~since~~under ~~last~~the ~~report~~Exchange Act (17CFR 240.14d-2(b))

~~Check~~☐ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c)) ~~the~~under ~~filing obligation of~~ the ~~Registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the~~240.13e-4( ~~following provisions:~~c)).

☐Indicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether ~~Rule 425 under~~ the ~~Securities~~registrant ~~Act~~is ~~(17~~an ~~CFR~~emerging ~~230.425)~~growth ☐company ~~Soliciting~~as ~~material~~defined ~~pursuant~~in to Rule ~~14a-12~~405 ~~under~~of the ~~Exchange~~Securities Act ~~(17~~of ~~CFR~~1933 ~~240~~(§ 230.~~14a-12)~~405 ☐of ~~Pre-commencement~~this ~~communications~~chapter) ~~pursuant~~or to Rule ~~14d~~12b-2~~(b)~~ ~~under~~of the ~~Exchange~~Securities Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2~~(b))~~ ☐of ~~Pre-commencement~~this ~~communications pursuant to Rule 13e-4(c~~chapter) ~~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~~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~~Securities ~~5.02~~registered ~~Departure~~pursuant ofto ~~Directors~~Section(b) ~~or Certain Officers; Election~~ of ~~Directors;~~the ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Act:

(b) On April 19, 2023, Michael E. McCormack II, the President and Chief Executive Officer of CPS Technologies Corp. (the “Company”) resigned from the Company, with an effective date of April 21, 2023. Mr. McCormack’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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

~~(c) In~~Item ~~connection with Mr~~5.07 ~~McCormack’s~~Submission ~~resignation, the Board~~ of ~~Directors~~Matters ~~of the Company (the “Board”) has appointed Charles K. Griffith, Jr., the Company’s current Chief Financial Officer,~~ to ~~serve as the acting president of the Company as the Board commences its search for~~ a ~~president~~Vote and chief executive officer. Mr. Griffith has served as the Company’s Chief Financial Officer since April 2019. He came to the Company from SPRI Clinical Trials Global, LLC, a company managing clinical trials for the pharmaceutical industry, where he served as Chief Financial Officer from May 2007 to December 2018. Prior to joining SPRI, Mr. Griffith was the Vice President-Finance at Vertex Distribution (previously known as Pawtucket Fasteners and Bell Fasteners), a Rhode Island-based, private-equity owned manufacturer and distributor of ~~corrosion~~Security ~~resistant fasteners, where he worked for 27 years~~Holders. ~~Mr. Griffith has an accounting degree from The College of William and Mary, and an M.B.A. from Bryant University.~~

AsOn ~~compensation~~April ~~for~~25, ~~his~~2023, ~~services~~CPS toTechnologies Corp. (“CPS” or the “Company”) asheld ~~Chief~~its ~~Financial~~2022 ~~Officer,~~Annual ~~Mr.~~Meeting ~~Griffith~~of ~~receives~~Stockholders a(the ~~salary~~“Annual ofMeeting”). ~~$200~~Of the 14,~~000~~450,471 ~~and~~shares isof ~~eligible~~the toCompany’s ~~receive~~common astock ~~performance-based~~outstanding ~~bonus~~and eligible to vote at the ~~discretion~~Annual Meeting, 9,084,981 shares, or 62.9% of the ~~Board.~~eligible Incommon ~~2023~~stock, ~~Mr.~~were ~~Griffith~~present ~~was~~either ~~provided~~in aperson ~~discretionary~~or ~~bonus~~by ofproxy. ~~$95,000~~Based ~~related~~on tothe ~~his~~results ~~2022~~reported ~~performance.~~by ~~Mr.~~an ~~Griffith~~independent isinspector ~~also~~of aelections, ~~party~~in toexcess ~~that~~of ~~certain~~70% ~~Executive~~of ~~Severance~~votes ~~Agreement,~~cast ~~which~~at ~~was~~the ~~disclosed~~Annual Meeting were in asupport ~~Current~~of ~~Report~~each onof ~~Form~~the ~~8-K~~Company’s onfive ~~April~~nominees. 4,The ~~2023,~~final ~~and~~results ~~which~~of ~~Form~~the ~~8-K~~matters isvoted ~~incorporated~~on ~~herein~~at bythe ~~reference.~~Annual Meeting are provided below:

~~Item~~Proposal ~~9.01~~1: ~~Financial~~The ~~Statements~~following individuals were elected as directors to hold office until the next annual meeting of stockholders or until their respective successors are elected and ~~Exhibits~~qualified.

(d) Exhibits

Director Name	For	For (%)	Against	Abstained
Grant C. Bennett	4,943,957	91.9	426,674	9,002
Francis J. Hughes, Jr.	4,894,841	90.1	475,777	9,015
Daniel C. Snow	4,904,546	91.2	429,650	45,437
Thomas M. Culligan	3,880,847	72.1	1,489,771	9,015
Ralph M. Norwood	4,892,916	90.1	477,714	9,003

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)

Proposal 2: Advisory vote to approve named executive officer compensation.

SIGNATURES

For		Against		Abstained
5,172,660(96.1%)		132,553(2.5%)		74,420(1.4%)

~~Pursuant~~Proposal to3: Ratification ~~the requirements~~ of ~~the~~selection ~~Securities Exchange Act~~ of ~~1934,~~independent asregistered ~~amended,~~Public ~~the~~Accounting ~~Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~Firm

	CPS TECHNOLOGIES CORP.
For		Against		Abstained
DATE: April 21, 2023	By:		/s/ Charles K. Griffith, Jr.
8,933,722(98.3%)		46,858(0.5%)		104,401(1.2%)
			Charles K. Griffith, Jr.
			Chief Financial Officer and acting CEO

SIGNATURE

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 thereunto duly authorized.

CPS Technologies Corp. (Registrant)
Date: May 3, 2023	/s/ Charles K. Griffith Jr. Charles K. Griffith Jr. Chief Financial Officer

Filing Compare · CPS TECHNOLOGIES CORP/DE/