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): June 17, 2022

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in Charter)

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

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

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

Not Applicable

(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:

☐	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))

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 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 5.02

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

On June 17, 2022, CPS Technologies Corp. (the “Company”) entered into an executive severance agreement with Charles K. Griffith, Jr., its Chief Financial Officer (the “COC Agreement”). The COC Agreement provides for 12 months of salary continuation (the “Salary Continuation Period”) in the event of Mr. Griffith’s termination in connection with a change of control of the Company. During the Salary Continuation Period, so long as COBRA continuation coverage is timely and properly elected by Mr. Griffith, the Company has agreed to reimburse Mr. Griffith for the Company paid portion for the cost of coverage that is in effect for the Salary Continuation Period, which reimbursements shall continue until the earlier of (i) the end of the Salary Continuation Period and (ii) the termination of Mr. Griffith’s COBRA continuation coverage. Further, in the event Mr. Griffith is terminated in connection with a change of control and subject to certain requirements, any outstanding and unvested stock options held by Mr. Griffith at that time shall accelerate in full so that all outstanding and unvested stock options shall become vested. The COC Agreement also provides for indemnification of Mr. Griffith under certain circumstances.

In addition to the provisions provided above, the COC Agreement also subjects Mr. Griffith to certain non-competition and non-solicitation provisions during his employment with the Company and for twelve (12) months following the date of his termination from the Company, provided that the non-competition provision shall not limit Mr. Griffith from being involved in certain non-competitive portions businesses that may otherwise be deemed competitive under the COC Agreement. Mr. Griffith has also agreed to adhere to a non-disparagement clause for the period of his employment and following his termination.

The foregoing summary of the COC Agreement does not purport to be complete and is qualified in its entirety by reference to the COC Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit	Description
10.1	Executive Severance Agreement, dated as of June 17, 2022.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 4, 2023	By:	/s/ Charles K. Griffith, Jr.
		Charles K. Griffith, Jr.
		Chief Financial Officer

CPS TECHNOLOGIES CORP/DE/ 8-K