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

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): March 6, 2024

~~Date~~CPS ofTECHNOLOGIES ~~Report~~ CORP. (~~Date~~Exact Name of ~~Earliest~~Registrant ~~Event~~as ~~Reported):~~Specified ~~November~~in ~~21,~~its ~~2023~~Charter)

CPS TECHNOLOGIES CORP.

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 Charter)

111 South Worcester Street, Norton, Massachusetts		02766
(Address of principal executive offices)		(Zip Code)

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

Registrant’s telephone number, including area code

508-222-0614

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

(Former name or former address, if changed since last report.)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(508)~~the ~~222~~Form 8-~~0614~~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):

~~Not~~☐ ~~Applicable~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~☐ ~~name~~Soliciting ormaterial ~~former~~pursuant ~~address,~~to ifRule ~~changed~~14a-12 ~~since~~under ~~last~~the ~~report~~exchange Act (17 CFR 240.14a-12)

~~Check~~☐ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~rule ~~satisfy~~14d-2(b) ~~the~~under ~~filing obligation of~~ the ~~Registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.14d-2(b))

☐ ~~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
Common Stock, $0.01 par value	CPSH	Nasdaq Capital Market

~~Indicate~~Item ~~by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230~~2.~~405~~02 ofResults ~~this chapter) or Rule 12b-2~~ of ~~the~~Operations ~~Securities~~and ~~Exchange~~Financial ~~Act of 1934 (§240.12b-2 of this chapter).~~Condition

~~Emerging~~On ~~growth~~March ~~company ☐~~6, 2024, the Company issued a press release announcing its financial results for the quarter and year ended December 30, 2023. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

IfThe aninformation ~~emerging~~in ~~growth~~this ~~company~~Item 2.02, ~~indicate~~including byExhibit ~~check~~99.1 ~~mark~~attached ifhereto, ~~the~~shall ~~Registrant~~not ~~has~~be ~~elected~~deemed ~~not~~“filed” tofor ~~use~~purposes of Section 18 of the ~~extended~~Securities ~~transition~~Exchange ~~period~~Act ~~for~~of ~~complying~~1934 ~~with~~(The ~~any~~“Exchange ~~new~~Act”) or ~~revised~~otherwise ~~financial~~subject ~~accounting~~to ~~standards~~the ~~provided~~liabilities ~~pursuant~~of tothat ~~Section 13(a)~~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. ☐

~~Item~~Cautionary 5Note Regarding Forward-Looking Statements.02 Except ~~Departure~~for ofhistorical ~~Directors~~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 ~~Certain~~implied ~~Officers;~~by ~~Election~~these ofstatements. ~~Directors;~~Please ~~Appointment~~refer ofto ~~Certain~~the ~~Officers;~~cautionary ~~Compensatory~~note ~~Arrangements~~in ofthe ~~Certain~~press ~~Officers~~release regarding these forward-looking statements.

OnItem ~~November 21, 2023, CPS Technologies Corp~~8.01 ~~(the~~Other “Company”) entered into an executive employment and change of control agreement with Brian Mackey, its Chief Executive Officer (the “Agreement”). The Agreement provides for 12 months of salary continuation (the “Salary Continuation Period”) in the event of Mr. Mackey’s qualifying termination, including termination by the Company without cause. During the Salary Continuation Period, so long as COBRA continuation coverage is timely and properly elected by Mr. Mackey, the Company has agreed to reimburse Mr. Mackey 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. Mackey’s COBRA continuation coverage. Further, in the event of a change of control or change in control termination and subject to certain requirements, any outstanding and unvested stock options held by Mr. Mackey at that time shall accelerate in full so that all outstanding and unvested stock options shall become vested. The Agreement also provides for indemnification of Mr. Mackey under certain circumstances.Events

~~The~~Exhibit ~~foregoing~~99.2 ~~summary of the Agreement does not purport to be complete and~~ is ~~qualified~~incorporated herein in its entirety by reference ~~to the 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 NUMBER	DESCRIPTION
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
99.2	Financial results for the quarter ended December 30, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit	Description
10.1	Executive Agreement, dated as of November 21, 2023.
10.2	Offer of employment is incorporated by reference to the Company's 8-K filing of July 21, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

~~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.

~~Pursuant~~CPS toTechnologies ~~the~~Corp. ~~requirements~~(Registrant) ofDate: ~~the~~March ~~Securities~~8, ~~Exchange~~2024 ~~Act~~/s/ ofCharles ~~1934,~~K. ~~as amended~~Griffith, ~~the~~Jr. ~~Registrant~~Charles ~~has~~K. ~~duly~~Griffith ~~caused~~Jr. ~~this~~Chief ~~report~~Financial ~~to be signed on its behalf by the undersigned, hereunto duly authorized.~~Officer

	CPS TECHNOLOGIES CORP.
DATE: November 24, 2023	By:	/s/ Charles K. Griffith, Jr.
		Charles K. Griffith, Jr.
		Chief Financial Officer

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