TPCS 8-K
Techprecision Corp (TPCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On July 18, 2025, TechPrecision Corporation (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”) on or before July 15, 2025, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The Notice indicated that the Company has 60 calendar days, or until September 16, 2025, to submit a plan to regain compliance and that Nasdaq can grant an exception of up to 180 calendar days from the Form 10-K due date, or until January 12, 2026, to regain compliance.
The Company is actively working with its auditors and advisors and intends to file the Form 10-K as promptly as possible in order to regain compliance with the Rule within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance. However, if the Company does not submit the Form 10-K by September 16, 2025, the Company will submit a plan by such date to Nasdaq that outlines, as definitively as possible, the steps the Company will take to promptly file the Form 10-K and regain compliance. If the Company does not regain compliance within the allotted compliance period, including any exception period that may be granted by Nasdaq after submission of a plan to regain compliance, if applicable, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Rule, secure an exception of 180 calendar days from the Form 10-K’s due date to regain compliance with the Rule, or maintain compliance with other Nasdaq listing requirements described in this Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On July 23, 2025, the Company issued a press release regarding receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated July 23, 2025 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| TECHPRECISION CORPORATION | ||
| Date: July 23, 2025 | By: | /s/ Phillip E. Podgorski |
| Name: | Phillip E. Podgorski | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
| Phillip E. Podgorski | Hayden IR |
| Chief Financial Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-874-0591 | Email: [email protected] |
| Email: [email protected] | Website: www.haydenir.com |
| Website: www.techprecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Corporation Receives Expected Notification From Nasdaq Related to Delayed Annual Report
Westminster, MA – July 23, 2025 – TechPrecision Corporation (NASDAQ:TPCS) (“TechPrecision” or “the Company”), today announced it received a standard notice (the “Notice”) on July 18, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Annual Report on Form 10-K for the period ended March 31, 2025 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”) on or before July 15, 2025, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. The Notice indicated that the Company has 60 calendar days, or until September 16, 2025, to submit a plan to regain compliance and that Nasdaq can grant an exception of up to 180 calendar days from the Form 10-K due date, or until January 12, 2026, to regain compliance. The Notice from Nasdaq has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The Company has reported separately in the Form 12b-25 filed with the SEC on July 1, 2025 that it is unable to file the Form 10-K within the prescribed time period.
The Company is targeting a filing date of no later than Thursday, July 31, 2025. Filing on July 31, 2025 will result in 31 days late. The table below shows the last 4-quarters filing trend and related days late.
| Fiscal Year | Fiscal Qtr | Quarter end | Filing | SEC due date | Actual filing date | Days late |
| FY 2024 | FY | Mar 31, 2024 | Annual | Jul 1, 2024 | Sep 13, 2024 | -74 |
| FY 2025 | Q1 | Jun 30, 2024 | Q1 | Aug 14, 2024 | Nov 7, 2024 | -85 |
| FY 2025 | Q2 | Sep 30, 2024 | Q2 | Nov 14, 2024 | Jan 21, 2025 | -68 |
| FY 2025 | Q3 | Dec 31, 2024 | Q3 | Feb 14, 2025 | Apr 8, 2025 | -53 |
| FY 2025 | FY | Mar 31, 2025 | Annual | Jun 30, 2025 | Jul 31, 2025 | -31 |
| [TARGET] |
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, manufactures large-scale, metal fabricated and machined precision components and equipment. These products are used in a variety of markets including: defense, aerospace, nuclear, medical, and precision industrial. TechPrecision's goal is to be an end-to-end service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection and testing. To learn more about the Company, please visit the corporate website at http://www.techprecision.com. Information on the Company's 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 the Company 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 our future activities or other future events or conditions are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “prospects,” “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 our control, including health emergencies, like epidemics or pandemics, the conflicts in Eastern Europe and the Middle East, 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; and other risks discussed in the Company’s 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.