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 24, 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 24, 2023, Thomas Sammons, Chief Financial Officer of TechPrecision Corporation (the “Company”), notified the Company that he will retire from all roles with the Company and its subsidiaries effective on or about July 14, 2023, with such exact date to be decided upon by him and the board of directors of the Company at a future date (the “Transition Date”). Mr. Sammons will continue to consult with the Company post-retirement to ensure an orderly transition. Mr. Sammons’ retirement is not due to any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.

On May 30, 2023, the Board appointed Barbara M. Lilley, currently the Controller of the Company, as Chief Financial Officer, effective as of the Transition Date, to succeed Mr. Sammons. Ms. Lilley does not currently have an employment agreement with the Company, and any new agreement with Ms. Lilley will be announced when approved by the Board.

Ms. Lilley, 64, has served as Controller of Ranor, Inc., one of the Company’s operating subsidiaries, since June 2016. Prior to joining the Company, Ms. Lilley served as Controller of Materials Systems, Inc., a worldwide supplier of a range custom-designed products from acoustic transducers for underwater sonar to industrial ultrasound systems, from 2011 through 2015, and as Accounting Manager at Lewcott Corporation, a specialty chemical and materials technology company, from 2008 to 2011. Ms. Lilley received her Bachelor of Science/Business Administration with an Accounting major from Nichols College.

There are no family relationships between or among Ms. Lilley and any director or other executive officer of the Company, and Ms. Lilley has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On May 31, 2023, the Company issued a press release announcing the retirement of Mr. Sammons. A copy of such press release is being furnished as Exhibit 99.1 to this report.

(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 Corporation Announces CFO Retirementand Appointment of Successor

Westminster, MA – May 31, 2023 – TechPrecision Corporation (Nasdaq: 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 Thomas Sammons, Chief Financial Officer, has notified the Company that he will retire effective on or about July 14, 2023. Mr. Sammons joined the Company in March 2015 as Vice President, Finance, of the Company's wholly owned subsidiary, Ranor, Inc., and was appointed Chief Financial Officer of the Company effective on October 23, 2015. Mr. Sammons will continue to consult with the Company post-retirement to ensure an orderly transition.

On May 30, 2023, the Board appointed Barbara “Bobbie” M. Lilley, currently the Controller of the Company, as Chief Financial Officer, to succeed Mr. Sammons on his retirement date. Ms. Lilley has served as Controller of Ranor, Inc., since June 2016. Prior to joining the Company, Ms. Lilley served as Controller of Materials Systems, Inc., a worldwide supplier of a range custom-designed products from acoustic transducers for underwater sonar to industrial ultrasound systems, from 2011 through 2015, and as Accounting Manager at Lewcott Corporation, a specialty chemical and materials technology company, from 2008 to 2011. Ms. Lilley received her Bachelor of Science/Business Administration with an Accounting major from Nichols College.

“As Controller, Bobbie has integrated well with the management team with her hands-on approach, systems knowledge, and defense industry relevance. Bobbie will continue as a key factor in our focus on Stadco integration, human and systems resource realignment, and steadfast retention of current and future work with our key defense customers,” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “Bobbie has my complete trust. As we continue on our path to maintain and grow our book of business in both the Ranor, Inc. and Stadco subsidiaries, I look forward to working with Bobbie as Chief Financial Officer as we continue to execute and maintain operational run rate improvements, improve gross margins and increase the amount of cash generated from operations.”

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-looking statements” relating to the business of the Company and its subsidiary companies. All statements otherthan 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 otherfuture 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. Thesestatements are based on current expectations, estimates and projections made by management about our business, our industry andother conditions affecting our financial condition, results of operations or business prospects. These statements are not guaranteesof future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes andresults may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerousrisks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks anduncertainties arising from: our reliance on individual purchase orders, rather than long-term contracts, to generate revenue; ourability to balance the composition of our revenues and effectively control operating expenses; external factors that may be outsideof our control, including health emergencies, like epidemics or pandemics, the Russia-Ukraine conflict, price inflation, increasinginterest rates, 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 tomaintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for ourservices; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in themarkets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions on ourability to operate our business due to our outstanding indebtedness; government regulations and requirements; pricing and businessdevelopment difficulties; changes in government spending on national defense; our ability to make acquisitions and successfullyintegrate those acquisitions with our business; our failure to maintain effective internal controls over financial reporting;general industry and market conditions and growth rates; unexpected costs, charges or expenses resulting from the recently completedacquisition of Stadco; and other risks discussed in the Company’s periodic reports that are filed with the Securities andExchange Commission and available on its website (www.sec.gov). Any forward-looking statements speak only as of the date on whichthey are made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events orcircumstances that may arise after the date of this press release, except as required by applicable law. Investors should evaluateany statements made by us in light of these important factors.