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): ~~June~~July 331, 2024

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

(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.)

Delaware	0-16088	04-2832509
111 South Worcester Street, Norton, Massachusetts	02766
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)
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 ~~Markets~~Market

Item 52.02~~. Departure~~ ofResults ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

On ~~June~~July 331, 2024, ~~Thomas Culligan informed~~ the Company's ~~Board~~issued ofa ~~Directors~~press ~~(the~~release ~~"Board")~~announcing ofits ~~his~~financial ~~intention~~results tofor ~~resign~~the ~~from~~quarter ~~the~~and ~~Board~~six ~~effective~~months onended June 2129, 2024. ~~Mr.~~ ~~Culligan's~~A ~~departure~~copy ~~is not the result~~ of ~~any disagreement between Mr. Culligan and~~ the ~~Company~~press orrelease ~~its~~is ~~management~~attached onhereto ~~any~~as ~~matter~~Exhibit ~~relating~~99 toand ~~the~~is ~~Company’s~~incorporated ~~operations,~~herein ~~policies,~~in orits ~~practices. Mr.~~entirety ~~Culligan~~by ~~has served on the Company's Board of Directors for ten years~~reference.

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 July 31, 2024 of CPS Technologies Corp. announcing its financial results for the quarter and six months ended June 29, 2024
99.2	Financial results for the quarter and six months ended June 29, 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 ~~Corporation~~Corp. (Registrant) Date: ~~June~~August 61, 2024 /s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer

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