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

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): ~~May~~June 13, 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)

111 South Worcester Street, Norton, Massachusetts	02766
Delaware	0-16088	04-2832509
(Address of principal executive offices)	(Zip Code)
(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
(Former name or former address, if changed since last report.)

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

(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 (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)).

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

Item 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers

On ~~May~~June 13, 2024, Thomas Culligan informed the Company's ~~issued~~Board aof ~~press~~Directors ~~release~~(the ~~announcing~~"Board") ~~its~~of ~~financial~~his ~~results~~intention ~~for~~to resign from the ~~quarter~~Board ~~ended~~effective ~~March~~on 30June 21, 2024. Mr. ACulligan's ~~copy~~departure is not the result of any disagreement between Mr. Culligan and the ~~press~~Company ~~release~~or isits ~~attached~~management ~~hereto~~on asany ~~Exhibit~~matter 99relating ~~and~~to isthe ~~incorporated~~Company’s ~~herein~~operations, inpolicies, ~~its~~or ~~entirety~~practices. Mr. byCulligan ~~reference~~has served on the Company's Board of Directors for ten years.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (The “Exchange Act”) or otherwise subject to the liabilities of that 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 filing.

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.

Item 8.01 Other Events

Exhibit 99.2 is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated May 1, 2024 of CPS Technologies Corp. announcing its financial results for the quarter ended March 30, 2024
99.2	Financial results for the quarter ended March 30, 2024
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.~~Corporation (Registrant) Date: ~~May~~June 26, 2024 /s/ Charles K. Griffith, ~~Jr.~~ Charles K. Griffith ~~Jr.~~ Chief Financial Officer

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