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): May 4, 2023

TECHPRECISION CORPORATION

(Exact Name of Registrant as Specified in Charter)

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:

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

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.   ☐

On May 5, 2023, TechPrecision Corporation’s (the “Company”) common stock, par value $0.0001 per share, began trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the trading symbol “TPCS”.

The Company issued a press release on May 4, 2023 announcing the Nasdaq listing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

The following exhibit is furnished herewith:

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

TechPrecision Announces Uplisting to The NasdaqCapital Market

Westminster, MA – May 4, 2023 – TechPrecision Corporation (OTCQB: TPCS) (“TechPrecision” or “the Company”), an industry-leading manufacturer of precision, large-scale fabricated and machined metal components and tested systems with customers in the defense and precision industrial sectors, today announced that its shares of common stock have been approved for listing on The Nasdaq Capital Market (“Nasdaq”). Trading on the exchange will commence effective with the open of business on Friday, May 5, 2023, under TechPrecision’s current ticker symbol, “TPCS.”

The Company’s common stock will continue to be eligible to trade on the OTCQB Market until the close of the market on May 4, 2023.

“The Company’s uplisting to Nasdaq marks a significant milestone in our journey as a public company and signals solid progress in stabilizing our business,” stated Alexander Shen, TechPrecision's Chief Executive Officer. “Trading on Nasdaq should raise our visibility within the investment community and increase liquidity for investors as we continue to make progress rebuilding Stadco manufacturing and throughput, rebuilding customer and supplier relationships, establishing operational discipline, improving gross margins, and growing our backlog.”

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, industrial, and medical. 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-lookingstatements” relating to the business of the Company and its subsidiary companies. All statements other than statements of currentor 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-lookingstatements. 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 identifyforward-looking statements. These statements are based on current expectations, estimates and projections made by management about ourbusiness, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statementsare not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actualoutcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements dueto numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risksand uncertainties arising from: our reliance on individual purchase orders, rather than long-term contracts, to generate revenue; ourability to change the composition of our revenues and effectively control operating expenses; external factors that may be outside ourcontrol, including the COVID-19 pandemic, the Russia- Ukraine conflict, price inflation, interest rate increases and supply chain inefficiencies;the impacts of the COVID-19 pandemic and government-imposed lockdowns in response thereto; the availability of appropriate financing facilitiesimpacting 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 forour services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the marketswe serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability tooperate 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 withour business; our failure to maintain effective internal controls over financial reporting; general industry and market conditions andgrowth rates; unexpected costs, charges or expenses resulting from the recently completed acquisition of Stadco; and other risks discussedin 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 orrevise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release, except asrequired by applicable law. Investors should evaluate any statements made by us in light of these important factors.