TPCS TechPrecision Corporation

 

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): October 9, 2024

 

TECHPRECISION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41698		51-0539828
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Bella Drive

Westminster, MA 01473

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code: (978) 874-0591

 

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.
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
¨	Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001 per share	TPCS	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). ¨

 

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 5.08

Shareholder Director Nominations.

 

On October 9, 2024, the board of directors (the “Board”) of TechPrecision Corporation (the “Company”) set December 23, 2024 as the date of its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 10:00 a.m. ET via virtual webcast. The Board has fixed November 4, 2024 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting.

 

The date of the Annual Meeting will be more than 30 days from the anniversary of the Company’s 2023 Annual Meeting of Stockholders. Accordingly, stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must provide written notice to the Company at its corporate offices at the following address: TechPrecision Corporation, 1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary, on or before October 24, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and mail its proxy materials. Stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting must comply with the deadline set forth above as well as all the applicable rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act.

 

Additionally, in accordance with the requirements contained in the Company’s Amended and Restated By-laws (the “By-laws”), stockholders of the Company who wish to bring business before the Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s By-laws) is received by the Corporate Secretary of the Company at the address specified above no later than the close of business on October 24, 2024, which is the 10th calendar day following the date of the Company’s public announcement via press release of the date of the Annual Meeting (such date, the “Announcement Date”). Any such proposal must meet the requirements set forth in the Company’s By-laws in order to be brought before the 2024 Annual Meeting.

 

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 24, 2024, which is the 10^th calendar following the Announcement Date.

 

Item 8.01

Other Events.

 

On October 14, 2024, the Company issued a press release announcing the date of the Annual Meeting and addressing the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit is furnished herewith:

 

Exhibit Number		Description
99.1		Press Release, dated October 14, 2024
104		Cover Page Interactive Data File (embedded within 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.

 

	TECHPRECISION CORPORATION
Date: October 15, 2024	By:	/s/ Richard D. Roomberg
		Richard D. Roomberg
		Chief Financial Officer

 

 

Exhibit 99.1

 

TECHPRECISION ANNOUNCES

ANNUAL MEETING DATE

AND ADVISES REGARDING FILING OF FY25 Q1 AND Q2 10-Q REPORTS and S-1

 

WESTMINSTER, MA / ACCESSWIRE / October 14, 2024 – Today, TechPrecision Corporation (Nasdaq: TPCS) (“TechPrecision” or “we,” “us” or “our”) announces the following.

 

2024 Annual Meeting

 

The Company will hold its 2024 Annual Meeting of Stockholders on Thursday December 19, 2024, at 10:00 a.m. Eastern. The meeting will be held virtually. The Board of Directors set the meeting date based on time requirements to allow for the mailing and dissemination of its proxy materials following the record date. Based upon SEC requirements for a broker search, the record date has been set by the Board as November 4, 2024, which determines which stockholders are entitled to notice of and to vote at the 2024 Annual Meeting.

 

FY25 Q1 and Q2 filings.

 

We expect to have the FY25 Q1 Form 10-Q by early November. and expect to file the Q2 Form 10-Q shortly thereafter. Based on the above timing, we anticipate filing an amendment to the pending Form S-1 to register the resale of shares of our common stock pursuant to previously disclosed registration rights of certain selling stockholders immediately after the FY25 Q1 Form 10-Q.

 

The delay in filing FY25 Q1 continues to be caused primarily by over-time revenue recognition issues from our STADCO subsidiary. With the appointment of our new CFO Richard D. Roomberg, we continue to work to resolve this. The majority of the issues continue to arise from the STADCO legacy contracts.

 

About TechPrecision Corporation

 

Through our wholly owned subsidiaries, Ranor, Inc. and STADCO, we manufacture large-scale, metal fabricated and machined precision components and equipment. These products are used predominantly in the defense, aerospace, and precision industrial markets. Our goal is to be an end-to-end service provider to our customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection, and testing. To learn more about us, please visit our website at www.techprecision.com. Information on our website or any other website does not constitute a part of this press release.

 

 

Safe Harbor Statement

 

This release contains certain “forward-looking statements” relating to the business of TechPrecision and its subsidiary companies. All statements other than statements of current or historical fact contained in this press release, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions, or any other statements relating to TechPrecision’s 2024 Annual Meeting, the filing of our proxy statement for the 2024 Annual Meeting, the filing of the FY25 Q1 and Q2 Form 10-Qs, the filing of an amendment to the currently pending Form S-1 and the remediation of the causes of the delays in our financial reporting are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: our reliance on individual purchase orders, rather than long-term contracts, to generate revenue; our ability to balance the composition of our revenues and effectively control operating expenses; external factors that may be outside of our control, including health emergencies, like epidemics or pandemics, the Russia-Ukraine and Israel-Hamas conflicts, price inflation, interest rate increases and supply chain inefficiencies; the availability of appropriate financing facilities impacting our operations, financial condition and/or liquidity; our ability to receive contract awards through competitive bidding processes; our ability to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for our services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability to operate our business due to our outstanding indebtedness; government regulations and requirements; pricing and business development difficulties; changes in government spending on national defense; our ability to make acquisitions and successfully integrate those acquisitions with our business; our failure to maintain effective internal controls over financial reporting; general industry and market conditions and growth rates; our ability to regain compliance with the continued listing standards of the Nasdaq Capital Market; general economic conditions; and other risks discussed in the our periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). Any forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors.

 

Company Contact:	Investor Relations Contact:
Ms. Richard D. Roomberg	Hayden IR
Chief Financial Officer	Brett Maas
TechPrecision Corporation	Phone:646-536-7331
Tel: 978-883-5108	Email: brett@haydenir.com
Email: RoombergR@ranor.com
www.techprecision.com

 

 

v3.24.3

Cover	Oct. 09, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Oct. 09, 2024
Entity File Number	001-41698
Entity Registrant Name	TECHPRECISION CORPORATION
Entity Central Index Key	0001328792
Entity Tax Identification Number	51-0539828
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1 Bella Drive
Entity Address, City or Town	Westminster
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01473
City Area Code	978
Local Phone Number	874-0591
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TPCS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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