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 Securitiesand Exchange Act of 1934
Date of Report (Date of earliest event reported):February 14, 2025
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
As previously reported, Richard Roomberg resigned as Chief Financial Officer of TechPrecision Corporation (the “Company”), effective on February 14, 2025 (the “TransitionDate”).
On February 14, 2025, the Board of Directors of the Company, appointed Alexander Shen, the Company’s Chief Executive Officer to serve as the interim principal financial officer and principal accounting officer of the Company, effective at 5:30 p.m. on the Transition Date, while the Company searches for a replacement for Mr. Roomberg.
Information regarding Mr. Shen’s background and business experience, contracts between the Company and Mr. Shen and any related party transactions involving Mr. Shen is incorporated by reference herein from the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 26, 2024. Mr. Shen will not receive any additional compensation in connection with his service as interim principal financial officer and principal accounting officer.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On February 14, 2025, the Company issued a press release regarding Mr. Shen’s appointment described in Item 5.02 above and the filing of its Quarterly Report on Form 10-Q for the quarter ended December 31, 2024. 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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release dated February 14, 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: February 14, 2025 | By: | /s/ Alexander Shen |
| Name: | Alexander Shen | |
| Title: | Chief Executive Officer |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
|---|---|
| Alexander Shen | Hayden IR |
| Chief Executive Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-883-5108 | Email: brett@haydenir.com |
| Email: shena@ranor.com | Website: www.haydenir.com |
| Website: www.techprecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Corporation Announces Appointmentof Interim Principal Financial Officer and Addresses Late Filing for FY25 Q3
Westminster,MA – February 14, 2025 – TechPrecision Corporation (NASDAQ:TPCS) (“TechPrecision” or “the Company”), today announced that the Board of Directors of the Company, appointed Alexander Shen, the Company’s Chief Executive Officer, to serve as the interim principal financial officer and principal accounting officer of the Company, effective at 5:30 p.m. February 14, 2025, after the previously disclosed resignation of Richard Roomberg, the Company’s former Chief Financial Officer, took effect. Mr. Shen will serve in these capacities while the Company searches for a replacement for Mr. Roomberg.
The company has reported separately in Form 12b-25 that it is unable to file its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended December 31, 2024 within the prescribed time period.
Alexander Shen stated, “For FY25 Q3, ending December 31, 2024, the company is targeting Friday, Mar 7, 2025 to file. Filing on March 7, 2025 will result in 21 days late. The table below shows the last 12 months filing trend and the days late.”
| Fiscal year | Fiscal qtr | Quarter end | Filing | SEC due date | Actual filing date | Days late |
|---|---|---|---|---|---|---|
| FY24 | Q3 | 12/31/2023 | 10-Q | Wed, 02/14/2024 | Fri, 03/01/2024 | -16 |
| FY24 | Year | 03/31/2024 | 10-K | Mon, 07/01/2024 | Fri, 09/13/2024 | -74 |
| FY25 | Q1 | 06/30/2024 | 10-Q | Wed, 08/14/2024 | Thu, 11/07/2024 | -85 |
| FY25 | Q2 | 09/30/2024 | 10-Q | Thu, 11/14/2024 | Tue, 01/21/2025 | -68 |
| FY25 | Q3 | 12/31/2024 | 10-Q | Fri, 02/14/2025 | Fri, 03/07/2025 | -21 |
| [TARGET] |
“Resource drain from acquisition activity is the single major contributor to TechPrecision's late SEC filings. Timely reporting is one of our fundamentals; we have been taking steps to achieve and consistently maintain compliance to this requirement.”
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.