8-K
Techprecision Corp (TPCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2024
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41698 | 51-0539828 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
1
Bella Drive
Westminster ,MA
01473
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(978
) 874-0591
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | TPCS | Nasdaq<br> Capital Market |
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<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to<br> Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On November 21, 2024, 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 Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or before November 19, 2024, 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 January 21, 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-Q due date, or until May 19, 2025, to regain compliance.
The Company is actively working with its auditors and advisors and intends to file the Form 10-Q 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-Q by January 21, 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-Q 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-Q’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 November 22, 2024, 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 “ExchangeAct”), 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 November 22, 2024 |
| 104 | Cover Page Interactive Data File (the cover page XBRL<br> 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: November 22,<br> 2024 | By: | /s/<br> Richard D. Roomberg |
| Name: | Richard D. Roomberg | |
| Title: | Chief Financial Officer |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
|---|---|
| Richard D. Roomberg | Hayden IR |
| Chief Financial Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-883-5108 | Email: brett@haydenir.com |
| Email: lilleyb@ranor.com | Website: www.haydenir.com |
| Website: www.techprecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Corporation Receives ExpectedNotification from Nasdaq Related to Delayed Quarterly Report, Addresses Financial Reporting Challenges, and Advises on Fiscal Year 2025Q-2 Form 10-Q filing date
Westminster,MA – November 22, 2024 – TechPrecision Corporation (NASDAQ:TPCS) (“TechPrecision” or “the Company”), today announced it received a notice (the “Notice”) on November 21, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not timely filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
NASDAQ NOTICE AND FINANCIAL REPORTING ISSUES
The Notice indicated that the Company has until January 21, 2025, to submit a plan to regain compliance with the Rule and that Nasdaq can grant an exception of up to 180 calendar days from the Form 10-Q due date, or until May 19, 2025, 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’s failure to timely file the Form 10-Q is largely the result of issues arising from the difficulties of integrating the financial reporting system of STADCO into the Company’s overall financial reporting structure as we continue to implement an integrated Enterprise Resource Planning (ERP) system, new processes and new financial reporting controls.
Since hiring our new CFO, Richard D. Roomberg, on September 20, 2024, he has been reviewing all accounts to determine and assess key controls, current processes, changes needed, and what will be considered proper review and documentation to accomplish timely and accurate reporting. We expect to have the initial review finished before the end of the current fiscal quarter. Implementation will take time and resources. TechPrecision is focused on driving timely and effective financial processes and controls to meet our reporting deadlines.
The Company has been and continues to work diligently to complete the financial reporting process for the Form 10-Q and will file it as soon as possible. At the same time, the Company is continuing to work on implementing changes to address the issues that have caused delays in its timely filing or reports with the SEC. With the Thanksgiving Holiday next week, we will be unable to file the Form 10-Q until the first or second week of December. At that time, we will also refile the pending Registration Statement on Form S-1 (File No. 333-279091) (the “Form S-1”).
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco. The manufacturing operations of our Ranor subsidiary are situated on approximately 65 acres in North Central Massachusetts. Leveraging our 145,000 square foot facilities, Ranor provides a full range of custom solutions to transform material into precision finished welded components and precision finished machined components up to 100 tons: manufacturing engineering, materials management and traceability, high-precision heavy fabrication (in-house fabrication operations include cutting, press and roll forming, welding, heat treating, assembly, blasting and painting), heavy high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including portable CMM, NonDestructive Testing, and final packaging.
All manufacturing at Ranor is performed in accordance with customer requirements. Ranor is an ISO 9001:2015 certificate holder. Ranor is a US defense-centric company with over 95% of its revenue in the defense sector. Ranor is registered and compliant with ITAR.
The manufacturing operations of our Stadco subsidiary are situated in an industrial self-contained multi-building complex comprised of approximately 183,000 square feet under roof in Los Angeles, California. Stadco manufactures large mission-critical components on several high-profile military aircraft, military helicopter, and military space programs. Stadco has been a critical supplier to a blue-chip customer base that includes some of the largest OEMs and prime contractors in the defense and aerospace industries. Stadco also manufactures tooling, molds, fixtures, jigs and dies used in the production of defense-centric aircraft components.
Our Stadco subsidiary, similar to Ranor, provides a full range of custom solutions: manufacturing engineering, materials management and traceability, high-precision fabrication (in-house fabrication operations include waterjet cutting, press forming, welding, and assembly) and high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including both fixed and portable CMM NonDestructive Testing, and final packaging. In addition, Stadco features a large electron beam welding cell, and two NonDestructive Testing work cells, a unique mission-critical technology set.
All manufacturing at Stadco is performed in accordance with customer requirements. Stadco is an AS 9100 D and ISO 9001:2015 certificate holder and a NADCAP NonDestructive Testing certificate holder. Stadco is a US defense-centric company with over 60% of its revenue in the defense sector. Stadco is registered and compliant with ITAR.
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
*Thisrelease 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 related to thefiling of the Form 10-Q and the Form S-1 and our efforts to remediate the financial reporting issues causing the delay in filingthe Form 10-Q that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statementsrelating 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 statementsare based on current expectations, estimates and projections made by management about our business, our industry and other conditionsaffecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performanceand involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materiallyfrom what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factorsthat could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: our relianceon individual purchase orders, rather than long-term contracts, to generate revenue; our ability to balance the composition of our revenuesand effectively control operating expenses; external factors that may be outside our control, including health emergencies, like epidemicsor pandemics, the conflicts in Eastern Europe and the Middle East, price inflation, interest rate increases and supplychain 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 manufactureproducts to exacting specifications; our ability to enter new markets for our services; our reliance on a small number of customers fora significant percentage of our business; competitive pressures in the markets we serve; changes in the availability or cost of raw materialsand energy for our production facilities; restrictions in our ability to operate our business due to our outstanding indebtedness; governmentregulations and requirements; pricing and business development difficulties; changes in government spending on national defense; ourability to make acquisitions and successfully integrate those acquisitions with our business; our failure to maintain effective internalcontrols over financial reporting; general industry and market conditions and growth rates; and other risks discussed in the Company’speriodic 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, exceptas required by applicable law. Investors should evaluate any statements made by us in light of these important factors.