UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): May 4, 2023~~1934

~~CPS~~Date ~~TECHNOLOGIES~~of ~~CORP.~~ Report (~~Exact~~Date ~~Name~~ of ~~Registrant~~Earliest asEvent ~~Specified~~Reported): inMay ~~its~~5, ~~Charter)~~2023

Delaware	0-16088	04-2832509
(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)
Registrant’s telephone number, including area code		508-222-0614

CPS TECHNOLOGIES CORP.

(~~Former~~Exact ~~name~~Name orof ~~former~~Registrant ~~address,~~as ifSpecified ~~changed~~in ~~since last report.~~Charter)

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):

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

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

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

☐Registrant’s ~~Soliciting~~telephone ~~material~~number, ~~pursuant~~including toarea ~~Rule~~code: ~~14a-12 under the exchange Act~~ (17508) ~~CFR 240.14a~~222-~~12)~~0614

☐Not ~~Pre-commencement~~Applicable ~~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~~(Former ~~c))~~name ~~under~~or ~~the~~former ~~Exchange~~address, ~~Act~~if ~~(17~~changed ~~CFR~~since ~~240.13e-4(c~~last report)).

~~Indicate~~Check ~~by check mark whether~~ the ~~registrant~~appropriate isbox anbelow ~~emerging~~if ~~growth company as defined in Rule 405 of~~ the ~~Securities~~Form ~~Act~~8-K offiling ~~1933~~is ~~(§230.405~~intended ofto ~~this~~simultaneously ~~chapter)~~satisfy orthe ~~Rule~~filing ~~12b-2~~obligation of the ~~Securities~~Registrant ~~Exchange~~under ~~Act~~any of ~~1934~~the ~~(§240.12b-2~~following ~~of this chapter).~~provisions:

☐ ~~Emerging~~Written ~~growth~~communications ~~company~~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))

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. ☐

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

~~Item~~Indicate 2by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.02405 ~~Results~~of this chapter) or Rule 12b-2 of ~~Operations~~the ~~and~~Securities ~~Financial~~Exchange ~~Condition~~Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~May~~growth 4, 2023, the Company issued a press release announcing its financial results for the quarter ended April 1, 2023. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.company ☐

~~The~~If ~~information~~an inemerging ~~this~~growth ~~Item 2.02~~company, ~~including~~indicate ~~Exhibit~~by ~~99.1~~check ~~attached~~mark ~~hereto,~~if ~~shall~~the ~~not~~Registrant behas ~~deemed~~elected ~~“filed”~~not ~~for~~to ~~purposes~~use ~~of Section 18 of~~ the ~~Securities~~extended ~~Exchange~~transition ~~Act~~period offor ~~1934~~complying ~~(The~~with ~~“Exchange~~any ~~Act”)~~new or ~~otherwise~~revised ~~subject~~financial toaccounting ~~the~~standards ~~liabilities~~provided ofpursuant ~~that~~to ~~section,~~Section 13(a) ~~nor shall it be deemed incorporated by reference in any filing under the Securities Act~~ of ~~1933, as amended, or~~ the Exchange Act~~, except as expressly set forth by specific reference in such a filing~~. ☐

~~Cautionary~~Item ~~Note Regarding Forward-Looking Statements~~1. ~~Except~~01 Entry ~~for~~into ~~historical~~a ~~information~~Material ~~contained~~Definitive in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statementsAgreement. ~~Please refer to the cautionary note in the press release regarding these forward-looking statements.~~

~~Item~~On 8May 5, 2023, CPS Technologies Corp.01 ~~Other~~(the ~~Events~~ “Company”) entered into a Business Loan Agreement (Asset Based) (the “Loan Agreement”) by and between the Company, as borrower, and Rockland Trust Company, as lender (the “Lender”). The Loan Agreement provides for a revolving line of credit to the Company of the lesser of $3.0 million and 80% of the aggregate of eligible accounts, such amounts to be disbursed by Lender to the Company from time to time pursuant to certain promissory notes.

~~Exhibit~~The ~~99.~~Loan Agreement replaced the Company’s previous $2.5 ismillion ~~incorporated~~line ~~herein~~of incredit ~~its~~(the ~~entirety~~“Prior Loan Agreement”) entered into on September 15, 2019, by ~~reference~~and between the Company, as borrower, and The Massachusetts Business Development Corporation, as lender. The Company’s obligations under the Prior Loan Agreement were satisfied in full and the Prior Loan Agreement was terminated in connection with the entrance into the Loan Agreement.

~~Item~~The 9outstanding principal amount of any advance shall accrue interest at a variable interest rate based on changes in an independent index, which is the prime rate as published in the Wall Street Journal as the National Prime Rate (the “Index”), which current Index is eight percent (8.010%) ~~Financial~~per ~~Statements~~annum. The Company’s obligations under the Loan Agreement are secured by substantially all of the Company’s assets, excluding any current and ~~Exhibits~~future capital leases or equipment not financed by Rockland Trust Company. The Lender has agreed to make advances under the Loan Agreement to the Company until May 5, 2024, unless extended by the Lender. As of May 5, 2023, nothing was outstanding under the Loan Agreement.

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated May 4, 2023 of CPS Technologies Corp. announcing its financial results for the quarter ended April 1, 2023
99.2	Financial results for the fiscal year ended April 1, 2023
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The Loan Agreement also contains affirmative and negative covenants, including a requirement that the Company furnish to the Lender by the fifteenth (15^th) day of each month an aging of the Company’s accounts receivable aging details and accounts payable details, insurance policy/rider for foreign account receivables and a borrowing base certificate with supporting detail and any other documentation the Lender deems necessary. The Company has also agreed to deliver to the Lender within one hundred twenty (120) days after the end of each fiscal year a balance sheet, a statement of income and expense for the year, and a statement of change in financial position with an unqualified audit level report prepared by an independent public accountant.

~~SIGNATURE~~In connection with the Loan Agreement, the Company has also entered into that certain Promissory Note (the “Note”) in the principal amount of $3 million. The Company shall make monthly payments of accrued interest on the principal amount of the Note, and payment of the Note is on demand of the Lender.

~~Pursuant~~The toCompany ~~the~~has ~~requirements~~also ofentered ~~the~~into ~~Securities~~that ~~Exchange~~certain ~~Act~~Commercial ofSecurity ~~1934,~~Agreement (the ~~registrant~~“Security ~~has~~Agreement”) ~~duly~~with ~~caused~~the ~~this~~Lender, ~~report~~pursuant to bewhich ~~signed~~the onLender ~~its~~was ~~behalf~~granted bya ~~the~~security ~~undersigned~~interest ~~thereunto~~in ~~duly~~the ~~authorized~~Company’s assets.

~~CPS~~ The ~~Technologies~~foregoing ~~Corp.~~descriptions ~~(Registrant)~~of ~~Date:~~the ~~May~~Loan 8Agreement, ~~2023~~Note ~~/s/~~and ~~Charles~~Security K.Agreement ~~Griffith~~do not purport to be complete and are qualified in their entireties by reference to the full texts of each of the Loan Agreement, JrNote and Security Agreement, which are attached hereto as Exhibit 10.1, ~~Charles~~Exhibit K10.2 ~~Griffith~~and JrExhibit 10.3, ~~Chief~~respectively, ~~Financial~~and ~~Officer~~incorporated by reference herein.

~~EXHIBIT~~Item ~~INDEX~~1.02 Termination of a Material Definitive Agreement.

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated March 7, 2023 of CPS Technologies Corp. announcing its financial results for the fiscal year ended December 31, 2022
99.2	Financial results for the fiscal year ended December 31, 2022
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On May 5, 2023, the Company voluntarily terminated the Prior Loan Agreement. The Company did not incur any early termination penalties in connection with the termination of the Prior Loan Agreement.

The credit line under the Prior Loan Agreement bore interest at the rate of LIBOR plus 6.50% and was secured by substantially all of the assets of the Company. The Prior Loan Agreement included a financial covenant requiring the Company to meet quarterly income/loss targets provided at least on an annual basis by the Company for the following year.

The information set forth in Item 1.01 of this Form 8-K above regarding the Prior Loan Agreement is incorporated by reference in response to this Item 1.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description

10.1	Business Loan Agreement (Asset Based), dated as of May 5, 2023, by and between the Company and Rockland Trust Company.

10.2	Promissory Note, dated as of May 5, 2023, from the Company in favor of Rockland Trust Company.

10.3	Commercial Security Agreement, dated as of May 5, 2023, by and between the Company and Rockland Trust Company.

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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: May ___, 2023	By:	/s/ Charles K. Griffith, Jr.
		Charles K. Griffith, Jr.
		Chief Financial Officer and acting President Chdd

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