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

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~March~~April 625, 2024

CPS TECHNOLOGIES CORP. ~~(Exact Name of Registrant as Specified in its Charter)~~

Delaware	0-16088	04-2832509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

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)

508-222-0614 (Registrant’s telephone number, including area code) ~~508-222-0614~~N/A (Former name or former address, if changed since last report.)

(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 (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 (1717CFR ~~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 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~March~~April 625, 2024, CPS Technologies Corp. (“CPS” or the “Company”) ~~issued~~held aits ~~press~~2024 ~~release~~Annual ~~announcing~~Meeting ~~its~~of ~~financial~~Stockholders ~~results~~(the ~~for~~“Annual Meeting”). Of the ~~quarter~~14,519,215 shares of the Company’s common stock outstanding and ~~year~~eligible ~~ended~~to ~~December~~vote 30at the Annual Meeting, ~~2023.~~7,377,711 Ashares, ~~copy~~or 50.8% of the ~~press~~eligible ~~release~~common isstock, ~~attached~~were ~~hereto~~present aseither ~~Exhibit~~in 99person ~~and~~or isby ~~incorporated~~proxy. ~~herein~~Based inon ~~its~~the ~~entirety~~results reported by ~~reference~~an independent inspector of elections, in excess of 65% of votes cast at the Annual Meeting were in support of each of the Company’s five nominees. The final results of the matters voted on at the Annual Meeting are provided below:

~~The~~Proposal ~~information in this Item 2.02, including Exhibit 99.~~1: ~~attached~~The ~~hereto,~~following ~~shall~~individuals ~~not~~were beelected ~~deemed~~as ~~“filed”~~directors ~~for~~to ~~purposes~~hold ofoffice ~~Section~~until ~~18 of~~ the ~~Securities~~next ~~Exchange~~annual ~~Act~~meeting of ~~1934~~stockholders ~~(The “Exchange Act”)~~ or ~~otherwise~~until ~~subject~~their torespective ~~the~~successors ~~liabilities~~are ofelected ~~that~~and section, 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 filingqualified.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained 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 statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Director Name	For		For (%)		Against		Abstained
Grant C. Bennett		3,688,348		95.5		161,323		10,834
Francis J. Hughes, Jr.		3,737,833		96.8		117,603		5,069
Daniel C. Snow		3,772,194		97.7		83,142		5,169
Thomas M. Culligan		2,542,118		65.9		1,313,819		4,568
Ralph M. Norwood		3,733,507		96.7		122,432		4,566

~~Item~~Proposal ~~8.01~~2: Advisory ~~Other~~vote ~~Events~~ to approve named executive officer compensation.

Exhibit 99.2 is incorporated herein in its entirety by reference.

For			Against				Abstained
3,738,845(96.1%)				104,045(2.7%)				17,615(0.5%)

~~Item~~Proposal ~~9.01~~3: Ratification ~~Financial~~of ~~Statements~~selection ~~and~~of ~~Exhibits~~independent registered Public Accounting Firm

EXHIBIT NUMBER	DESCRIPTION
For		Against		Abstained
99.1	Press release dated March 6, 2024 of CPS Technologies Corp. announcing its financial results for the quarter and year ended December 30, 2023
7,314,025(99.1%)			22,818(0.3%)		40,868(0.6%)
99.2	Financial results for the quarter ended December 30, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~March~~April 829, 2024 /s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer

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