8-K

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): April 19, 2023

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.

(b)          On April 19, 2023, Michael E. McCormack II, the President and Chief Executive Officer of CPS Technologies Corp. (the “Company”) resigned from the Company, with an effective date of April 21, 2023. Mr. McCormack’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(c)          In connection with Mr. McCormack’s resignation, the Board of Directors of the Company (the “Board”) has appointed Charles K. Griffith, Jr., the Company’s current Chief Financial Officer, to serve as the acting president of the Company as the Board commences its search for a president and chief executive officer. Mr. Griffith has served as the Company’s Chief Financial Officer since April 2019. He came to the Company from SPRI Clinical Trials Global, LLC, a company managing clinical trials for the pharmaceutical industry, where he served as Chief Financial Officer from May 2007 to December 2018. Prior to joining SPRI, Mr. Griffith was the Vice President-Finance at Vertex Distribution (previously known as Pawtucket Fasteners and Bell Fasteners), a Rhode Island-based, private-equity owned manufacturer and distributor of corrosion resistant fasteners, where he worked for 27 years. Mr. Griffith has an accounting degree from The College of William and Mary, and an M.B.A. from Bryant University.

As compensation for his services to the Company as Chief Financial Officer, Mr. Griffith receives a salary of $200,000, and is eligible to receive a performance-based bonus at the discretion of the Board. In 2023, Mr. Griffith was provided a discretionary bonus of $95,000 related to his 2022 performance. Mr. Griffith is also a party to that certain Executive Severance Agreement, which was disclosed in a Current Report on Form 8-K on April 4, 2023, and which Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)                  Exhibits

Exhibit	Description
10.1	Executive Severance Agreement, dated as of June 17, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K (file number 000-16088) filed with the Securities and Exchange Commission on April 4, 2023)
99.1	Press Release, dated April 21, 2023
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 21, 2023	By:	/s/ Charles K. Griffith, Jr.
		Charles K. Griffith, Jr.
		Chief Financial Officer and acting CEO

EX-99.1

Exhibit 99.1

CPS TECHNOLOGIES CORPORATION ANNOUNCES CEO RESIGNATION

Norton, Massachusetts, April 21, 2023. CPS Technologies Corporation (NASDAQ:CPSH) today announced that Michael McCormack has resigned as president and CEO of the Company. Michael McCormack’s resignation is effective April 21, 2023.

Francis Hughes, Chairman of the Board of Directors, commented, “Since joining CPS in January 2021, and becoming president and CEO in July 2021, Michael McCormack has accomplished a great deal in a short period of time. Under his direction, the Company achieved record revenues and operating income. The Company’s product development team has been significantly strengthened and expanded, as have other functions in the Company. We are grateful for his service, we will miss him, and wish him well in all aspects of his life.”

The Board of Directors has appointed Charles (Chuck) Griffith, the current CFO, as the acting president to serve until a new president and CEO is appointed. Chuck joined CPS as CFO in 2019 and has been a key member of our management team through this period of growing revenue and profitability.

Chuck said, “We will truly miss Michael, not only for his leadership, but also for his sense of humor and his ability to relate to and motivate all CPS employees from the factory floor to the C-suite. More importantly, he has built a great team during his time here in every sense of the word. Not only do we enjoy working together, but we all have a mutual respect for the expertise that each brings to the table in his or her own area. Our current management team is fully committed to the growth of CPS, and we all expect 2023 to be another record year. We are confident that during the CEO search we will be able to continue our momentum as we look forward to a new CEO and the strategies that he or she will implement to further our growth even more.”

About CPS

CPS is a technology and manufacturing leader in producing high-performance energy management components that facilitate the electrification of the economy. Our products and intellectual property include critical pieces of the technology puzzle for electric trains and subway cars, wind turbines, hybrid vehicles, electric vehicles, the smart electric grid, 5G infrastructure and others. CPS hermetic packages can be found in many Aerospace and Satellite applications including the GPS III satellite and the Mars rover.  CPS armor products provide exceptional ballistic protection and environmental durability at very light weight. CPS is committed to innovation and to supporting our customers in building solutions to this planet’s problems.

Safe Harbor

Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2023 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as “will,” “intends,” “believes,” “expects,” “plans,” “anticipates” and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company’s expectation. Additional information concerning risk factors is contained from time to time in the company’s SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.

CPS Technologies Corporation                                      
111 South Worcester Street
Norton, MA 02766

www.cpstechnologysolutions.com

David Costello
(617) 875-2492

david@risingtidemhd.com

XML

Document And Entity Information	Apr. 19, 2023
Document Information [Line Items]
Entity, Registrant Name	CPS TECHNOLOGIES CORP.
Document, Type	8-K
Document, Period End Date	Apr. 19, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-16088
Entity, Tax Identification Number	04-2832509
Entity, Address, Address Line One	111 South Worcester Street
Entity, Address, Postal Zip Code	02766
Entity, Address, City or Town	Norton
Entity, Address, State or Province	MA
City Area Code	508
Local Phone Number	222-0614
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CPSH
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000814676