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): ~~October~~November 111, 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 42.~~01.~~02 ~~Changes~~Results inof ~~Registrant’s~~Operations ~~Certifying~~and ~~Accountants~~Financial Condition

(On October 30, 2024, the Company issued a) ~~Dismissal~~press release announcing its financial results for the quarter and nine months ended September 28, 2024. A copy of ~~Previous~~the ~~Independent~~press ~~Registered~~release ~~Public~~is ~~Accounting~~attached ~~Firm~~hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

OnThe ~~October~~information ~~11,~~in ~~2024,~~this ~~the~~Item ~~Audit~~2.02, ~~Committee~~including ~~(the~~Exhibit ~~“Audit Committee”) of the Board of Directors of CPS Technologies Corp~~99.1 ~~(the~~attached ~~“Company”)~~hereto, ~~dismissed~~shall ~~Wolf~~not &be ~~Company,~~deemed ~~P.C. (~~“~~Wolf~~filed”) asfor ~~the~~purposes ~~Company’s independent registered public accounting firm, effective with the completion~~ of ~~the~~Section ~~Review~~18 of the ~~Company’s~~Securities ~~Form~~Exchange ~~10-Q~~Act ~~for~~of ~~the~~1934 ~~quarter ended September 28, 2024.~~ (The ~~dismissal~~“Exchange ~~was~~Act”) ~~not~~or ~~related~~otherwise subject to ~~any~~the ~~disagreements~~liabilities ~~with Wolf on any matter~~ of ~~accounting~~that ~~principles or practices~~section, ~~financial~~nor ~~statement~~shall ~~disclosure,~~it orbe ~~auditing~~deemed ~~scope~~incorporated orby ~~procedure.~~reference ~~Other~~in ~~than~~any asfiling ~~described~~under ~~below,~~ the ~~reports~~Securities ofAct ~~Wolf on the consolidated financial statements~~ of ~~the~~1933, ~~Company~~ as ofamended, ~~and~~or ~~for~~ the ~~fiscal~~Exchange ~~years ended December 30~~Act, ~~2023~~except ~~and~~as ~~December~~expressly ~~31,~~set ~~2022~~forth ~~did~~by ~~not~~specific ~~contain~~reference anin ~~adverse~~such ~~opinion or~~ a ~~disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles~~filing.

~~During~~Cautionary ~~the~~Note ~~fiscal~~Regarding ~~years~~Forward-Looking ~~ended~~Statements. Except ~~December~~for ~~30,~~historical ~~2023~~information ~~and~~contained ~~December~~in ~~31,~~the ~~2022,~~press ~~and~~release ~~during~~attached ~~the~~as ~~interim~~an ~~periods~~exhibit ~~through June 29~~hereto, ~~2024, there were (i) no disagreements within~~ the ~~meaning~~press ofrelease ~~Item~~contains ~~304(a)(1)(iv)~~forward-looking ofstatements ~~Regulation~~which ~~S-K~~involve ~~between~~certain ~~the~~risks ~~Company~~ and ~~Wolf~~uncertainties onthat ~~any~~could ~~matter~~cause ofactual ~~accounting~~results ~~principles~~to ordiffer ~~practices,~~materially ~~financial~~from ~~statement~~those ~~disclosure,~~expressed or ~~auditing~~implied ~~scope~~by orthese ~~procedure,~~statements. ~~any~~Please ofrefer ~~which, if not resolved~~ to ~~Wolf’s~~the ~~satisfaction,~~cautionary ~~would~~note ~~have caused Wolf to make reference thereto~~ in ~~their reports, and (ii) no “reportable events” within~~ the ~~meaning~~press ofrelease ~~Item~~regarding ~~304(a)(1)(v)~~these ~~of Regulation S~~forward-Klooking statements.

~~The~~Item ~~Company provided Wolf with a copy of the disclosures it is making in this Current Report on Form~~ 8~~-K and requested that Wolf furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree~~.01 AOther ~~copy of such letter provided by Wolf, dated October 16, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.~~Events

~~(16)~~Exhibit ~~Appointment~~99.2 ofis ~~New~~incorporated ~~Independent~~herein ~~Registered~~in ~~Public~~its ~~Accounting~~entirety ~~Firm~~by reference.

OnItem ~~October~~9.01 ~~10,~~Financial ~~2024,~~Statements ~~the~~and Audit Committee approved the engagement of PKF O’Connor Davies (“PKFOD”) as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024, subject to the completion of PKFOD’s client acceptance procedures.Exhibits

Item 9.01. Financial Statements and Exhibits.

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated October 30, 2024 of CPS Technologies Corp. announcing its financial results for the quarter and nine months ended September 28, 2024
99.2	Financial results for the quarter and nine months ended September 28, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits

Exhibit Number	Description
16.1	Letter from Wolf & Company, P.C., dated October 16, 2024
104	The cover page on this Current Report on Form 8-K, formatted in Inline XBRL

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. (Registrant) Date: ~~October~~November 161, 2024 /s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer

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