8-K

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): January 13, 2025

TECHPRECISION CORPORATION

(Exact Name of Registrant as Specified in Charter)

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:

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:

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. ☐

On January 13, 2025, John A. Moore resigned as a member of the board of directors (the “Board”) of TechPrecision Corporation (the “Company”), effective immediately. Mr. Moore resigned to focus on his other responsibilities and not due to any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.

On January 17, 2025, the Company issued a press release regarding Mr. Moore’s resignation described in Item 5.02 above. 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 of 193, as amended, or the Exchange Act.

(d)       Exhibits

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

TechPrecision Corporation Announces Resignationof Director

Westminster,MA – January 17, 2025 – TechPrecision Corporation (NASDAQ:TPCS) (“TechPrecision” or “the Company”), today announced that John A. Moore resigned as a member of the board of directors (the “Board”) of the Company, effective on January 13, 2025 to focus on his other responsibilities. The Board has decided not to fill the vacancy created by Mr. Moore’s resignation at this time. As a result of Mr. Moore’s resignation, the composition of the committees of the Board has changed as follows:

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 that expressour intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activitiesor 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, estimatesand projections made by management about our business, our industry and other conditions affecting our financial condition, results ofoperations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptionsthat 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 resultsto differ include, but are not limited to, risks and uncertainties arising from: our reliance on individual purchase orders, rather thanlong-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 EasternEurope and the Middle East, price inflation, interest rate increases and supply chain inefficiencies; the availability of appropriatefinancing facilities impacting our operations, financial condition and/or liquidity; our ability to receive contract awards through competitivebidding processes; our ability to maintain standards to enable us to manufacture products to exacting specifications; our ability toenter new markets for our services; our reliance on a small number of customers for a significant percentage of our business; competitivepressures in the markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictionsin our ability 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 successfully integratethose acquisitions with our business; our failure to maintain effective internal controls over financial reporting; our ability to regaincompliance with the continued listing requirements of Nasdaq; general industry and market conditions and growth rates; and other risksdiscussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and availableon its website (*www.sec.gov). Any forward-looking statements speak only as of the date on which they are made, andwe undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may ariseafter the date of this press release, except as required by applicable law. Investors should evaluate any statements made by us in lightof these important factors.