8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): March 4, 2020

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

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)).

Securities registered pursuant to Section(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                                        NASDAQCapital Markets

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 2.02 Results of Operations and Financial Condition

On March 4, 2020, the Company issued a press release announcing its financial results for the fiscal quarter and year ended December 28, 2019. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

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 9.01 Financial Statements and Exhibits

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.

EXHIBIT INDEX

CPS Technologies Corporation

Chuck Griffith, Chief Financial Officer

111 South Worcester Street

Norton, MA 02766

Telephone: (508) 222-0614

Web Site:  www.alsic.com

CPS TECHNOLOGIES CORPORATION ANNOUNCES FOURTH QUARTER 2019 RESULTS

Norton, Massachusetts, March 4, 2020. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $5.4 million and an operating profit of $369 thousand for the quarter ended December 28, 2019. This compares with revenues of $6.1 million and an operating profit of $209 thousand for the quarter ended December 29, 2018.

For the twelve months ending December 28, 2019, revenues were $21.5 million with an operating loss of $597 thousand. For the twelve months ending December 29, 2018 revenues were $21.6 million with an operating loss of $901 thousand.

Grant Bennett, President and CEO, said: “Revenues in the fourth quarter were down compared to the same period a year ago, but up significantly compared to the third quarter of 2019.  In our third quarter 2019 press release we commented we had entered into new contracts with materially higher prices and increased volumes with our three largest customers.  We also commented on our strategic objective to increase margins through changes in product mix.  We see the initial results of these actions in our Q4 operating profit.   Improved pricing and increased volumes from these contracts are phased in over time so we expect to see additional benefits from these contracts in the current and upcoming quarters.  These developments suggest continued strong performance throughout 2020.

The value that AlSiC brings varies by application.  In some applications the value is very, very significant, in other cases it is incremental or AlSiC may bring no additional value compared to conventional solutions.  In adjusting our product mix we are focusing on those applications where AlSiC brings the greatest value, and taking action to capture that value through appropriate pricing.

Demand from our largest current customers is increasing, but sustained growth requires generating new customers and new products.  We are pleased that the actions we have taken in the last two years, and continue to take, to strengthen our sales and marketing efforts in the US aerospace and defense electronics industries are resulting in, and will continue to result in, new design wins, new bookings, new customers, and new products in our two main product families, AlSiC components and hermetic packages.

Regarding the Coronavirus, to date it has not affected our supply chain, or reduced demand from our customers.  However, our probing of our customers and our customers’ customers indicate the Coronavirus has the potential to impact customer demand in the future depending on the extent and duration of the epidemic.  Internally we are following CDC guidance regarding travel restrictions and other actions to protect employees.

The Company will be hosting its fourth quarter conference call with investors at 4:30pm on Wednesday, March 4. Those interested in participating in the conference call should dial:

Call in Number: 1-833-953-1394

Conference ID: 7577896

About CPS

CPS Technologies Corporation is a global leader in producing metal-matrix composite components used to improve the reliability and performance of various electrical systems.  CPS products are used in motor controllers for hybrid and electric vehicles, high-speed trains, subway cars and wind turbines.  They are also used as heatspreaders in internet switches, routers and high-performance microprocessors.  CPS also develops and produces metal-matrix composite armor.

Safe Harbor****Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2019 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.