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) ~~November~~January 1228, ~~2020~~2021

MIKROS SYSTEMS CORPORATION

(Exact Name of Registrant Specified in Charter)

Delaware

State or Other Jurisdiction of

Incorporation of Organization)

000-14801

(Commission

File Number)

14-1598200

(IRS Employer

Identification Number)

707 Alexander Road

Building 2, Suite 208

Princeton, NJ

(Address of Principal Executive Offices)

08540

(Zip Code)

Registrant’s telephone number, including area code (609) 987-1513

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
None

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. ☐

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~On November 12, 2020, Mikros Systems Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of~~ Merger ~~(the “Merger~~ Agreement”), with McKean Defense Group, Inc., a Delaware corporation (“McKean Defense”), and Gyro Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of McKean Defense (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of McKean Defense (the “Merger”).

AtOn ~~the~~January ~~effective~~29, ~~time~~2021, ofMcKean ~~the~~Defense ~~Merger~~Group, ~~each~~Inc., ~~share~~a ofDelaware ~~the~~corporation ~~Company’s common stock issued and outstanding immediately prior to the effective time~~ (~~other than (i) shares owned directly by~~ “McKean Defense”), ~~Merger~~completed ~~Sub~~the orpreviously ~~any direct~~announced oracquisition ~~indirect wholly owned subsidiary~~ of ~~McKean~~Mikros ~~Defense;~~Systems ~~and~~ Corporation (ii“Mikros”), ~~shares~~through ~~held~~the bymerger ~~stockholders who have not voted in favor~~ of ~~approval~~Gyro ~~of the~~ Merger ~~and~~Sub ~~have demanded and perfected~~Inc., ~~and~~a ~~not~~Delaware ~~withdrawn~~corporation ~~or lost, their right to dissent from the Merger~~ and bewholly-owned ~~paid~~subsidiary ~~the fair value~~ of ~~their~~McKean ~~shares~~Defense of(“Merger ~~Company common stock under Delaware law~~Sub”), ~~will~~with ~~be automatically cancelled~~ and ~~converted~~ into ~~the~~Mikros ~~right to receive payment in cash of $0.13 per share~~ (the ~~per-share merger consideration~~“Merger”), ~~less~~pursuant ~~any applicable taxes required~~ to ~~be withheld. At~~ the ~~effective~~Agreement ~~time~~and Plan of ~~the~~ Merger, ~~each~~dated ~~then-outstanding~~as ~~restricted~~of ~~stock~~November ~~award~~12, ~~shall have any restrictions lapse~~2020, ~~whether~~by orand ~~not~~among ~~vested~~McKean Defense, ~~will~~Merger beSub ~~cancelled~~ and ~~converted~~Mikros ~~into the right to receive an amount in cash equal to the product of~~ (i) the ~~total~~“Merger ~~number of shares of Company common stock subject to the restricted stock award and (ii~~Agreement”) ~~the per-share merger consideration (less any applicable withholding taxes)~~.

~~Consummation~~At the effective time of the Merger, iseach ~~subject~~share toof ~~customary~~Mikros’ ~~conditions~~common stock, ~~including~~par value $0.01 per share (the “Mikros Common Stock”), issued and outstanding immediately prior to the effective time (other than (i) ~~the~~shares ~~approval~~owned directly by ~~the~~McKean ~~holders~~Defense, Merger Sub or any direct or indirect wholly owned subsidiary of aMcKean ~~majority~~Defense; and (ii) shares held by shareholders who have not voted in favor of approval of the ~~issued~~Merger and ~~outstanding~~have ~~shares~~demanded ofand ~~common~~perfected, ~~stock~~and ofnot withdrawn or lost, their right to dissent from the ~~Company~~Merger (and be paid the ~~“Requisite~~fair ~~Stockholder~~value ~~Approval”);~~of ~~(ii~~their shares of Mikros Common Stock under Delaware law) was automatically cancelled and converted into the right to receive $0.13 in cash, without interest, less any ~~mandatory~~applicable taxes required ~~consent~~to orbe ~~approval~~withheld. ~~shall~~At ~~have~~the ~~been~~effective ~~obtained;~~time ~~(iii)~~ of the ~~Company~~Merger, ~~having~~each ~~Excess~~outstanding ~~Cash~~restricted ~~(as~~stock ~~defined~~award, had any restrictions lapse, whether or not vested, cancelled and converted into the right to receive an amount in cash equal to the ~~Merger~~product ~~Agreement~~of (i) at the ~~time~~total number of ~~closing~~shares of atCompany ~~least~~common ~~$1.5~~stock ~~million;~~subject to the restricted stock award and (ivii) the ~~absence~~per-share ofmerger consideration (less any ~~law~~applicable orwithholding ~~order~~taxes). ~~restraining,~~The ~~enjoining,~~purchase ~~rendering~~price ~~illegal~~was orfunded ~~otherwise~~by ~~prohibiting~~McKean ~~the~~Defense ~~Merger~~with cash on hand.

~~The~~Deregistration ~~Merger~~of Agreement contains a customary “no shop” provision that, in general, restricts the Company’s ability to solicit alternative acquisition proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. The “no shop” provision is subject to a customary “fiduciary out” provision that allows the Company, under certain circumstances and in compliance with certain obligations, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited alternative acquisition proposal that constitutes or that would reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement).Securities

~~The~~On ~~Merger~~January ~~Agreement~~29, ~~contains~~2021, ~~certain~~in ~~customary~~connection ~~termination~~with ~~rights~~the ~~for~~Merger, Mikros notified the ~~Company~~OTC ~~and~~Markets ~~McKean~~Group ~~Defense.~~that ~~The~~the Merger ~~Agreement~~had ~~may~~been becompleted ~~terminated~~and byrequested ~~either~~that ~~party~~trading ifof ~~(i) the~~Mikros ~~Merger~~Common isStock ~~not~~on ~~consummated~~the ~~within~~OTC ~~six~~QB ~~months,~~Tier ~~subject~~be tohalted abefore ~~three-month~~the ~~extension~~opening ifof ~~required~~trading toon ~~remove~~February an1, ~~applicable~~2021 ~~injunction~~and orsuspended ~~restraint~~as ;of ~~(ii)~~ the ~~Merger~~close ~~becomes~~of ~~subject~~business toon aFebruary ~~final~~1, ~~non-appealable~~2021. ~~law~~Mikros orintends ~~order~~to ~~restraining,~~file ~~enjoining,~~a ~~rendering~~Form ~~illegal~~15 orwith ~~otherwise~~the ~~prohibiting~~United ~~the~~States ~~Merger;~~Securities orand Exchange Commission (~~iii~~“SEC”) ~~the~~ ~~Requisite~~deregistering ~~Shareholder~~the ~~Approval~~Company’s iscommon ~~not~~stock ~~obtained~~pursuant ~~following~~to Rule 12g-4(a)(1) ~~vote~~under ofthe ~~stockholders~~Securities ~~taken~~Exchange ~~thereon.~~Act ~~Upon termination~~ of ~~the~~1934, ~~Merger~~as ~~Agreement~~amended ~~under~~(the ~~specified~~“Exchange ~~circumstances,~~Act”). ~~including~~Upon ~~with~~filing ~~respect~~the toForm 15, the Company’s ~~entry~~intends ~~into~~suspend anits ~~agreement~~reporting ~~with~~obligations ~~respect~~under toSections a13 ~~Superior~~and ~~Company~~15(d) ~~Proposal,~~of the ~~Company~~Exchange ~~will~~Act beand ~~required~~immediately tocease ~~pay~~filing ~~McKean~~any ~~Defense~~reports ~~a termination fee of $175,000~~thereunder.

The ~~representations,~~foregoing ~~warranties,~~description ~~and covenants~~ of the ~~Company contained in the~~ Merger Agreement ~~have been made solely for the benefit of McKean Defense~~ and ~~Merger Sub. In addition, such representations, warranties and covenants (i) have been made only for purposes of~~ the Merger ~~Agreement;~~does ~~(ii) have~~not ~~been~~purport ~~qualified by (a) matters specifically disclosed in the Company’s filings with the Securities and Exchange Commission (the “SEC”) prior~~ to ~~the~~be ~~date~~complete ~~of the Merger Agreement~~ and ~~(b) disclosures~~is ~~made~~qualified ~~to McKean Defense and Merger Sub~~ in ~~the~~its ~~disclosure~~entirety ~~letter~~by ~~delivered~~reference ~~in connection with the Merger Agreement; (iii) are subject~~ to ~~materiality qualifications contained in~~ the ~~Merger~~full ~~Agreement,~~text ~~which may differ from what may be viewed as material by investors; (iv) were made only as~~ of the ~~date of the~~ Merger Agreement or, ina ~~the~~copy ~~event~~of ~~the~~which ~~closing~~is ~~occurs,~~attached as ofExhibit ~~the~~2.1 ~~date~~to ofMikros’ ~~the~~Current ~~closing,~~Report oron ~~such~~Form ~~other~~8-K ~~date~~filed aswith ~~is specified in~~ the ~~Merger~~Securities ~~Agreement;~~ and ~~(v) have~~Exchange ~~been~~Commission ~~included in~~ (the ~~Merger~~“SEC”) ~~Agreement~~on ~~for~~November ~~the~~13, ~~purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly~~2020, ~~the~~which ~~Merger Agreement~~ is ~~included~~incorporated ~~with~~by ~~this~~reference ~~filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business~~herein.

~~Investors~~Item ~~should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company~~3.03. ~~Moreover,~~Material ~~information~~Modifications ~~concerning~~to ~~the~~Rights ~~subject matter~~ of ~~the~~Security ~~representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~Holders. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents that the Company files with the SEC.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~Merger~~in ~~Agreement,~~Item ~~on November 12, 2020 Thomas J~~2.01 Meaney, the Chief Executive Officer and a director of the Company, entered into a non-competition and non-solicitation agreement with McKean Defense, which, for a period of (12) months from the consummation of the Merger, prohibits Mr. Meaney from engaging in competitive business activity with McKean Defense and soliciting or attempting to do business with any person who is, orincorporated ~~was,~~by ~~during~~reference ~~the most recent twelve (12) month period, a customer, employee, officer, or agent of McKean Defense or any of it subsidiaries~~herein.

InEffective ~~connection~~upon ~~with~~ the ~~Merger~~closing ~~Agreement,~~of onthe ~~November 12~~Merger, ~~2020,~~Mikros’ ~~the~~shareholders ~~Company~~immediately ~~and~~prior ~~Mark~~to ~~J. Malone,~~ the ~~Chief~~effective ~~Financial~~time ~~Officer and a director~~ of the ~~Company,~~Merger ~~entered~~ceased ~~into~~to ahave ~~Settlement~~any ~~and~~rights ~~Release~~as ~~Agreement~~shareholders ~~(the~~of ~~“Malone~~Mikros ~~Agreement”)~~(other ~~acknowledging~~than ~~that~~their ~~payment~~right to ~~Mr.~~receive ~~Malone~~the ~~required~~applicable bymerger ~~that~~consideration ~~certain~~or, ~~letter~~if ~~agreement~~applicable, ~~between~~shareholders ~~the~~who ~~Company~~have ~~and~~not ~~Mr.~~voted ~~Malone~~in ~~dated~~favor ~~July~~of ~~29,~~approval ~~2020~~of in the ~~event~~Merger ofand ahave ~~change~~demanded ofand ~~control~~perfected, ofand ~~the~~not ~~Company~~withdrawn or ~~the~~lost, ~~termination~~their ofright ~~Mr.~~to ~~Malone’s~~dissent ~~employment~~from ~~other~~the ~~than~~Merger ~~for~~and ~~cause shall~~ be inpaid ~~complete~~the ~~satisfaction~~fair value of ~~amounts~~their ~~due~~shares ~~and~~of ~~owing~~Mikros ~~under~~Common ~~such~~Stock ~~letter~~under ~~agreement~~Delaware law).

~~Concurrently~~Item ~~with~~5.01. ~~the~~Changes Merger Agreement, each of the Company’s directors and certain executive officers entered into a letter agreement (the “Affiliate Agreement”) with McKean Defense whereby they each agreed to vote or cause to be voted all of the shares each beneficially owns in ~~favor~~Control of ~~approval and adoption of the Merger Agreement, the Merger, and the transaction contemplated thereby, among other things~~Registrant.

The ~~foregoing~~information ~~summaries~~set offorth ~~the Merger Agreement and the Affiliate Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified~~ in ~~their~~Item ~~entirety by, the full text of the Merger Agreement and Affiliate Agreement filed as Exhibit~~ 2.101 and ~~Exhibit~~Item 993.103 ~~hereto,~~is ~~respectively, and~~ incorporated ~~herein~~ by reference herein.

The foregoing summary of the Malone Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in their entirety by, the full text of the Bristow Employment Agreement and the Malone Agreement which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the three-month period ended September 30, 2020.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~Merger~~in ~~Agreement,~~Item ~~on November 12~~2.01, ~~2020,~~Item ~~the Company and Walter T~~3.03 ~~Bristow, the Chief Operating Officer~~ and ~~President~~Item ~~of the Company, entered into an Employment Agreement (the “Bristow Employment Agreement”) to serve as President of the Company effective upon closing of the Merger~~5.01 ~~The Bristow Employment Agreement~~ is ~~for~~incorporated a term of one (1) year and automatically extends for additional successive one-year periods unless the Company or Mr. Bristow provides at least sixty (60) days written notice of non-renewal prior to the expiration of any term. The Bristow Employment provides for an annual base salary of $225,000, an annual discretionary bonus, and a one time bonus of $12,000 if Mr. Bristow remains continuously employed by ~~the~~reference ~~Company for six (6) months~~herein.

~~The~~Effective ~~foregoing~~upon ~~summary of~~ the ~~Bristow~~closing ~~Employment~~of ~~Agreement and~~ the ~~transactions contemplated thereby does not purport to be complete and is subject to~~Merger, ~~and~~all ~~qualified~~of ~~in its entirety by reference to~~ the ~~full~~existing ~~text~~members of the ~~Bristow~~board ~~Employment~~of ~~Agreement~~directors ~~which~~of ~~will~~Mikros beresigned ~~filed~~from asthe anboard ~~exhibit~~of todirectors ~~the~~of ~~Company’s~~Mikros, ~~Quarterly~~and ~~Report~~all oncommittees ~~Form~~thereof, ~~10-Q~~effective ~~for~~at the ~~three-month~~effective ~~period~~time ~~ended~~of ~~September~~the ~~30, 2020~~Merger.

~~Item~~Thomas ~~8.01.~~Meaney ~~Other~~and ~~Events~~Mark Malone resigned their officer positions with Mikros as Chief Executive Officer and Chief Financial Officer, respectively, as of January 29, 2021.

OnItem ~~November 12, 2020, the Company and McKean Defense issued a joint press release announcing that they entered into the Merger Agreement~~5.03. AAmendments ~~copy~~to Articles of ~~the~~Incorporation ~~joint~~or ~~press~~Bylaws; ~~release~~Change isin ~~filed~~Fiscal ~~as Exhibit 99~~Year.~~2 hereto and incorporated by reference.~~

~~Important~~The ~~Additional~~information ~~Information~~set forth in Item 2.01, Item 3.03, Item 5.01 and Item 5.02 is incorporated by reference herein.

InEffective ~~connection~~upon ~~with~~ the ~~proposed~~closing ~~merger,~~of the ~~Company intends to file relevant materials with the SEC~~Merger, ~~including a preliminary proxy statement on Schedule 14A. Following~~ the ~~filing~~certificate of ~~the~~incorporation ~~definitive~~of ~~proxy~~Mikros ~~statement~~was ~~with~~amended ~~the~~and ~~SEC,~~restated ~~the~~in ~~Company~~its ~~will~~entirety ~~mail~~as orset ~~otherwise~~forth ~~make~~in ~~available~~ the ~~definitive~~Merger ~~proxy~~Agreement ~~statement~~ and athe ~~proxy~~bylaws ~~card~~of toMikros ~~each~~were ~~stockholder~~amended ~~entitled~~ to ~~vote~~be at the ~~special~~same ~~meeting~~as ~~relating to~~ the ~~proposed~~bylaws of Merger. ~~STOCKHOLDERS~~Sub ~~ARE~~immediately ~~URGED~~prior TOto ~~CAREFULLY~~the ~~READ~~effective ~~THESE~~time ~~MATERIALS~~of INthe THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGERMerger. The ~~proxy~~Amended ~~statement~~ and ~~other~~Restated ~~relevant~~Certificate ~~materials~~of ~~(when~~Incorporation ~~available),~~ and ~~any and all documents filed by~~ the ~~Company~~newly ~~with~~adopted ~~the~~Bylaws ~~SEC,~~of ~~may~~Mikros ~~also~~are beattached ~~obtained~~hereto ~~for~~as ~~free~~Exhibits ~~at the SEC’s website at www~~3.~~sec.gov.~~1 ~~Security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting our Vice President of Finance, Secretary~~ and ~~Treasurer at Mikros Systems Corporation~~3.2, ~~707 Alexander Road~~respectively, ~~Suite~~and ~~208,~~are ~~Princeton,~~incorporated ~~New~~by ~~Jersey~~reference herein.

~~Participants~~Item in5.07. ~~the~~Submission ~~Solicitation~~of Matters to a Vote of Security Holders.

~~This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities.~~ The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed Merger, and any interest they have in the proposed Merger, which may, in some cases, differ from those of the Company’s stockholders generally, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information ~~regarding these individuals is~~ set forth in ~~the~~Item ~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~2.01, ~~2019,~~Item ~~which was filed with the SEC on March 30, 2020~~3. To the extent the holdings of the Company’s securities by the directors and executive officers of the Company have changed since the amounts set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 3103, ~~2019,~~Item ~~such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC~~5.01, ~~These~~item ~~documents (when available) may be obtained for free at the SEC’s website at www~~5.~~sec.gov,~~02 and ~~via~~Item ~~the~~5.03 ~~Company’s~~is ~~Investor~~incorporated ~~Relations~~by ~~section~~reference ~~of its website at https://www~~herein.~~mikrossystems.com/.~~

~~Cautionary~~On ~~Note~~January ~~Regarding~~28, ~~Forward-Looking~~2021, ~~Statements~~Mikros held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement. Each of the proposals considered and voted on at the Special Meeting (as described below) was approved by the requisite vote of Mikros’ shareholders. For more information on each of these proposals, see Mikros’ definitive proxy statement filed with the SEC on December 23, 2020.

~~This~~As ~~document may include “forward-looking” statements within the meaning~~ of ~~the~~December ~~Private Securities Litigation Reform Act of 1995~~17, ~~including~~2020, ~~without limitation, statements relating to~~ the ~~completion~~record ofdate ~~the~~for ~~merger. Forward-looking statements can usually be identified by~~ the ~~use~~Special ~~of terminology such as “anticipate~~Meeting,” ~~“believe,”~~there ~~“continue,”~~were ~~“could~~35,~~” “estimate~~588,”775 ~~“evolve,”~~shares ~~“expect,”~~of ~~“forecast,”~~Mikros ~~“intend,”~~Common ~~“looking~~Stock ~~ahead,”~~outstanding ~~“may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will”~~ and ~~similar~~entitled ~~words or expression. These statements are based on current expectations and assumptions that are subject~~ to ~~risks~~vote, ~~and~~each ~~uncertainties. Actual results could differ materially from those anticipated as a result~~ of ~~various~~which ~~factors,~~was ~~including:~~entitled ~~(1) risks related~~ to ~~the~~one ~~Company’s~~vote ~~ability to complete the Merger~~ on ~~the~~each ~~proposed~~proposal ~~terms or on the proposed timeline or~~ at ~~all, including risks related to~~ the ~~timely~~Special ~~receipt~~Meeting. ofAt the ~~Requisite~~Special ~~Stockholder~~Meeting, ~~Approval~~24,408,638 ~~(2)~~shares ~~the possibility that other conditions to the completion~~ of ~~the~~Mikros ~~Merger~~Common ~~may not be satisfied~~Stock, ~~(3)~~representing ~~the~~approximately ~~possibility~~68.6% ~~that~~of ~~competing offers will be made, and (4) other risks associated with executing business combination transactions, disruption from~~ the ~~proposed~~outstanding ~~acquisition~~shares ~~making~~entitled ~~it more difficult~~ to ~~conduct business as usual or to maintain relationships with customers~~vote, ~~employees,~~were ~~manufacturers,~~present ~~or suppliers, as well as other risks related to the Company’s respective businesses. The foregoing factors should be read~~ in ~~conjunction~~person ~~with the risks and cautionary statements discussed~~ or ~~identified in the public filings with the SEC made~~ by ~~the Company~~proxy, including those listed under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” in the Company’s annual report on Form 10-K for the year ended December 31, 2019, and its other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which ~~speak~~constituted ~~only~~a asquorum ~~of the date on which such statements were made. Except as required by applicable law, the Company undertakes no obligation~~ to ~~update~~conduct ~~forward-looking statements to reflect events or circumstances arising after such date~~business.

~~Item~~At ~~9.01.~~the ~~Financial~~Special ~~Statements~~Meeting, the following proposals were considered and ~~Exhibits.~~voted on, and the final voting results for each proposal are set forth below:

1. Proposal to approve and adopt the Merger Agreement and thereby approve the transactions contemplated by the Merger Agreement, including the Merger (dthe “Merger Agreement Proposal”) ~~Exhibits~~.

Exhibit No.	Description
Votes for Approval	Votes Against	Abstentions	Broker Non- Votes
2.1*	Agreement and Plan of Merger, dated as of November 12, 2020 by and among Mikros Systems Corporation, Gyro Merger Sub Inc. and McKean Defense Group, Inc.
20,735,534	5,669,254	3,850	0
99.1	Form of Affiliate Agreement by and between McKean Defense Group, Inc. and the directors and officers of Mikros Systems Corporation, dated November 12, 2020
99.2	Joint Press Release, dated November 12, 2020

*Because ~~Pursuant~~the toMerger ~~Item~~Agreement ~~601(b)(2)~~Proposal ofwas ~~Regulation S-K~~approved, a proposal to adjourn the ~~schedules~~Special Meeting to a later date or dates to solicit additional proxies if there were insufficient votes to approve and adopt the Merger Agreement ~~(identified~~Proposal ~~therein)~~at ~~have~~the ~~been~~time ~~omitted~~of ~~from~~the ~~this~~Special ~~Report~~Meeting ~~and~~was ~~will~~not beneeded ~~furnished~~and, ~~supplementally~~therefore, tono ~~the~~vote ~~SEC~~was ~~upon~~taken ~~request~~on that proposal.

Item 9.01.

Submission of Matters to a Vote of Security Holders.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-:

Exhibit Number
2.1	Agreement and Plan of Merger, dated as of November 12, 2020 by and among Mikros Systems Corporation, Gyro Merger Sub Inc. and McKean Defense Group, Inc.
3.1	Amended and Restated Certificate of Incorporation of Mikros Systems Corporation
3.2	Amended and Restated Bylaws of Mikros Systems Corporation

SIGNATURES

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.

	MIKROS SYSTEMS CORPORATION
Dated: November 13, 2020	By:	/s/ Thomas J. Meaney
Dated: February 3, 2021	By:	/s/ Stuart Macaleer
		Thomas J. Meaney
		Stuart Macaleer
		Chief Executive Officer
		Vice President and Chief Financial Officer

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