TPCS TechPrecision Corporation

 

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): December 19, 2024

 

TECHPRECISION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41698		51-0539828
(State or Other Jurisdiction 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 Stock, par value $0.0001 per share	TPCS	Nasdaq 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 to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications 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 1.01

Entry into a Material Definitive Agreement

 

As previously disclosed, on August 25, 2021, Ranor, Inc. (“Ranor”), a wholly owned subsidiary of TechPrecision Corporation (the “Company”), along with certain affiliates of the Company (together with Ranor, the “Borrowers”), entered into that certain Amended and Restated Loan Agreement (as amended from time to time, the “Amended and Restated Loan Agreement”) with Berkshire Bank under which, among other things, Berkshire Bank provided a revolving line of credit loan to the Borrowers in the maximum principal amount of $5,000,000 (the “Revolver Loan”). Under the Amended and Restated Loan Agreement and related loan documents, as further amended, the Revolver Loan had a maturity date of January 15, 2025. On December 19, 2024, Ranor and the other Borrowers entered into a Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note (the “Amendment”) with Berkshire Bank.

 

The Amendment, among other things, extends the maturity date of the Revolver Loan from January 15, 2025 to April 30, 2025.

 

Other than in respect of the Amended and Restated Loan Agreement, the promissory notes made thereunder, the related security and guaranty documents and the previously disclosed past borrowing relationship, there is no material relationship between Ranor, the Company and the other affiliates of the Company party thereto, on the one hand, and Berkshire Bank, on the other hand. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. 

 

Item 7.01

Regulation FD Disclosure.

 

On December 26, 2024, the Company issued a press release regarding the changes to the Board of Directors (the “Board”) of the Company described in Item 8.01 below. 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 8.01

Other Events.

 

As previously disclosed, the Company held its annual meeting of stockholders on December 19, 2024 and as a result three new directors were elected to the Board by its stockholders: John A. Moore, General Victor E. Renuart Jr. and Robert D. Straus. On December 23, 2024, the Board appointed by unanimous vote General Victor E. Renuart Jr. to serve as Chair of the Board and Robert D. Straus as Vice-Chair of the Board.

 

The composition of committees of the Board is as follows:

 

·

Audit Committee: Walter M. Schenker (Chair), Andrew A. Levy and John A. Moore

 

·

Compensation Committee: John A. Moore (Chair), Andrew A. Levy and Robert D. Straus

 

·

Nominating and Governance Committee: Robert D. Straus (Chair), General Victor E. Renuart Jr. and Walter M. Schenker

 

Item 9.01

Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit Number		Description
10.1		Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note, executed on December 19, 2024, by and among Ranor, Inc., Stadco New Acquisition, LLC, Stadco, Westminster Credit Holdings, LLC and Berkshire Bank
99.1		Press Release dated December 26, 2024
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: December 26, 2024	By:	/s/ Richard R. Roomberg
	Name:	Richard R. Roomberg
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

TENTH Amendment TO AmenDed and Restated LOAN AGREEMENT

AND

SIXTH AMENDMENT TO seCOND aMENDED AND rESTATED pROMISSORY nOTE

 

This TENTH Amendment TO Amended and Restated LOAN AGREEMENT AND SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE (this “Agreement”) is executed as of December 19, 2024, by and among RANOR, INC., a Delaware corporation (“Ranor”), Stadco New Acquisition, LLC, a Delaware limited liability company (the “Initial Stadco Borrower”), STADCO, a California corporation (“Stadco”), Westminster Credit Holdings, LLC, a Delaware limited liability company (“Westminster”; together with Ranor, Initial Stadco Borrower and Stadco, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), and BERKSHIRE BANK, a savings bank organized and existing under the laws of the Commonwealth of Massachusetts (“Lender” or “Bank”), successor by merger to Commerce Bank & Trust Company, in the following circumstances:

 

A.            Lender has made (i) a term loan to Ranor in the original principal amount of $2,850,000.00 (the “Ranor Term Loan”), which Ranor Term Loan is evidenced by that certain Promissory Note dated December 20, 2016, made by Ranor in favor of Lender in the stated principal amount of $2,850,000.00 (as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, each as hereafter defined, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Ranor Term Note”), (ii) a revolving line of credit loan to the Borrowers in the maximum principal amount of $4,500,000.00 (the “Line of Credit”), which Line of Credit is evidenced by that certain Second Amended and Restated Promissory Note dated August 25, 2021, made by the Borrowers in favor of Lender in the stated principal amount of $5,000,000.00 (as amended by the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment, as hereafter defined, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Line of Credit Note”) and (iii) a term loan to the Initial Stadco Borrower, Stadco and Westminster in the original principal amount of $4,000,000.00 (the “Stadco Term Loan” and together with the Ranor Term Loan and the Line of Credit, collectively, the “Loans”), which Stadco Term Loan is evidenced by that certain Promissory Note dated August 25, 2021, made by the Initial Stadco Borrower, Stadco and Westminster in the stated principal amount of $4,000,000.00 (the “Stadco Term Note” and together with the Ranor Term Note and the Line of Credit Note, collectively, the “Notes”). The Notes are governed by the Amended and Restated Loan Agreement by and between Borrowers and Lender dated August 25, 2021 (as amended by that certain First Amendment to Amended and Restated Loan Agreement and First Amendment to Promissory Note (the “First Amendment”) dated as of December 17, 2021, as further amended by that certain Second Amendment to Amended and Restated Loan Agreement and Second Amendment to Promissory Note (the “Second Amendment”) dated as of March 18, 2022, as further amended by that certain Third Amendment to Amended and Restated Loan Agreement and Third Amendment to Promissory Note (the “Third Amendment”) dated as of June 16, 2022, as further amended by that certain Fourth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Promissory Note (the “Fourth Amendment”) dated as of September 15, 2022, as further amended by that certain Fifth Amendment to Amended and Restated Loan Agreement, Fifth Amendment to Promissory Note and First Amendment to Second Amended and Restated Promissory Note (the “Fifth Amendment”) dated as of December 20, 2022, as further amended by that certain Sixth Amendment to Amended and Restated Loan Agreement and Second Amendment to Second Amended and Restated Promissory Note (the “Sixth Amendment”) dated as of December 20, 2023, as further amended by that certain Seventh Amendment to Amended and Restated Loan Agreement and Third Amendment to Second Amended and Restated Promissory Note (the “Seventh Amendment”) dated as of March 20, 2024, as further amended by that certain Eighth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note (the “Eighth Amendment”) executed on May 28, 2024, and effective as of May 24, 2024, as further amended by that certain Ninth Amendment to Amended and Restated Loan Agreement and Fifth Amendment to Second Amended and Restated Promissory Note (the “Ninth Amendment”) executed on September 4, 2024, and effective August 30, 2024, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Any capitalized terms used but not expressly defined herein shall be given the same meaning given to such term in the Loan Agreement.

 

 

B.            Borrowers have requested that Lender extend the maturity of the Line of Credit, and Lender has agreed to such foregoing modifications on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

1.            Amendment to Loan Agreement. The Loan Agreement is hereby amended as follows:

 

1.1          Appendix I of the Loan Agreement is hereby amended by deleting the definition of “Revolver Maturity Date” and inserting the following definition in place thereof and substituted therefor:

 

 “Revolver Maturity Date” means April 30, 2025.

 

2.            Amendment to Line of Credit Note. The Line of Credit Note is hereby amended as follows:

 

2.1          The second paragraph on page 1 of the Line of Credit Note is hereby amended by deleting paragraph (a) in its entirety and the following is inserted in place thereof and substituted therefor:

 

“(a)      The Borrowers shall pay interest only on the unpaid balance hereunder until paid in full, which interest shall be paid on each Interest Payment Date. The aggregate unpaid principal balance of this Note shall be paid, plus any accrued and unpaid interest, on April 30, 2025. Interest on the unpaid principal balance hereof from time to time outstanding shall be a fluctuating rate equal to, at the election of the Borrowers, either (i) the Term SOFR Rate (or, if applicable under clauses (c), (d) or (e) of this Note, the Daily Simple SOFR Rate or the Base Rate, as applicable), or (ii) the Adjusted Prime Rate, which fluctuating rate will change when the Prime Rate changes. The Borrowers may elect to have the interest rate converted to the Term SOFR Rate (or, if applicable under clauses (c), (d) or (e) of this Note, the Daily Simple SOFR Rate or the Base Rate, as applicable) or to the Adjusted Prime Rate, as applicable, at any time during the term of this Note upon notice to the Bank at least two (2) Business Days prior to the end of the existing Interest Period, if the Term SOFR Rate is in effect, or at least two (2) Business Days prior to the end of the month if any other interest rate is in effect hereunder.”

 

 

3.            Conditions Precedent. The effectiveness of this Agreement is conditioned upon the occurrence of the following events, or the Lender’s receipt of the following items, as applicable, in each case in form and content acceptable to the Lender:

 

3.1          a fully-executed counterpart of this Agreement from the Borrowers and the Guarantors, in form satisfactory to the Lender; and

 

3.2          receipt by Lender of a modification fee in the amount of $7,500.00, which shall be deemed fully earned upon Lender’s receipt thereof, and payment of all reasonable and documented fees and expenses incurred in connection with this Agreement for which invoices have been presented to the Borrowers, including, without limitation, all reasonable legal fees and expenses.

 

4.            All security for the Loans and Notes now existing or hereafter granted to Lender, including without limitation all security evidenced, granted or governed by the Loan Agreement as amended hereby, the Security Agreements, the Mortgage, and any guaranty given in connection with the Loans or Notes, shall be security for the Loans, as amended hereby, and the Notes and for all obligations of Borrower under this Agreement, under the Notes and under the Loan Agreement, as previously amended and as amended by this Agreement.

 

5.            All references to the Loan Agreement and the Line of Credit Note, respectively, wherever, whenever or however made or contained, are hereby deemed to be references to the Loan Agreement and the Line of Credit Note, respectively, as previously modified and as modified by this Agreement. By signing this Agreement in the space indicated below, each Borrower hereby affirms and restates all of the covenants and agreements made and set forth in the Loan Agreement and does hereby warrant, represent and covenant that, after giving effect to this Agreement, and except with respect to the Existing Defaults (as defined below), the representations and warranties in the Loan Agreement are true, accurate and complete in all material respects on and as of the date hereof (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and provided, further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date). ALL OF THE PROVISIONS OF THE LOAN AGREEMENT AND THE LINE OF CREDIT NOTE, EACH AS AMENDED HEREBY, REMAIN IN FULL FORCE AND EFFECT.

 

 

6.            Borrowers have further requested that Lender consent to the replacement of Tech Guarantor’s current Chief Financial Officer, Barbara Lilley, with Richard D. Roomberg, in accordance with Section 7.4 of the Loan Agreement (the “Officer Replacement”). Lender hereby (i) consents to the Officer Replacement, (ii) acknowledges that the Officer Replacement shall not constitute a breach of Section 7.4 of the Loan Agreement or an Event of Default under Section 8.12 of the Loan Agreement.

 

7.            Borrowers acknowledge that certain Events of Default have occurred and are continuing under Section 8.2 of the Loan Agreement as a result of Borrowers’ failure to satisfy the required minimum Debt Service Coverage Ratio for the twelve (12) month periods ending September 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024, as set forth in Section 6.10 of the Loan Agreement and the required maximum Balance Sheet Leverage for the periods ending March 31, 2024, and June 30, 2024, as set forth in Section 6.11 of the Loan Agreement (collectively, the “Existing Defaults”). Borrowers further acknowledge that this Agreement constitutes written notice pursuant to the Loan Documents of such Existing Defaults. Regardless of entering into this Agreement or any discussions between Borrowers and Lender, Lender hereby expressly reserves any and all rights and remedies available to it under the Loan Documents, the Collateral Documents, and under applicable law, including, without limitation, its right to choose to accelerate and demand the outstanding indebtedness evidenced by the Loan Documents and seek immediate repayment in full, and institute the default rate of interest as of the date of the occurrence of the default or at any time thereafter, as a result of any default or event of default, including, without limitation, the Existing Defaults, that have arisen or may arise. No such discussions or the entering into of this Agreement shall imply any course of conduct or any agreement on the part of Lender to waive any of its rights and remedies or to forbear from taking any action authorized by the Loan Documents, the Collateral Documents, or by applicable law while discussions continue. At no time shall any prior or subsequent course of conduct by Lender or the Borrowers directly or indirectly limit, impair or otherwise adversely affect any of the Lenders rights, interests or remedies in connection with the Loan Documents or the Collateral Documents, or obligate Lender to agree to, negotiate or consider any agreement to waive any obligation, default or event of default by Borrowers under any Loan Document or to amend any term or condition of any Loan Document, except as expressly set forth herein or therein. Any delay or forbearance by Lender in the enforcement or pursuit of any of its rights and remedies under the Loan Documents, under the Collateral Documents, or under applicable law shall not constitute a waiver thereof, nor shall it be a bar to the exercise of Lender’s rights or remedies at a later date.

 

8.            By signing this Agreement on behalf of the Borrowers in the space designated below, the individual so signing represents and warrants to Lender that he or she has full power and authority to execute this Agreement and to bind such Borrower, and that all corporate actions necessary to authorize and approve execution of this Agreement, and by such individual, have been taken prior to the execution hereof.

 

9.            This Agreement shall be binding upon and shall inure to the benefit of Borrowers and Lender, and their respective successors and assigns. This Agreement has been made in the Commonwealth of Massachusetts and shall be governed, construed, applied and enforced in accordance with the laws of said Commonwealth without resort to its conflict of laws rules. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law; should any portion of this Agreement be declared invalid for any reason in any jurisdiction, such declaration shall have no effect upon the remaining portions of this Agreement; furthermore, the entirety of this Agreement shall continue in full force and effect in all jurisdictions and said remaining portions of this Agreement shall continue in full force and effect in the subject jurisdiction as if this Agreement had been executed with the invalid portions thereof deleted.

 

 

10.            IN THE EVENT THAT LENDER BRINGS ANY ACTION OR PROCEEDING IN CONNECTION HEREWITH IN ANY COURT OF RECORD OF MASSACHUSETTS OR THE UNITED STATES IN MASSACHUSETTS, EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO AND CONFERS PERSONAL JURISDICTION OF SUCH COURT OVER SUCH BORROWER BY SUCH COURT. IN ANY SUCH ACTION OR PROCEEDING, EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE UPON SUCH BORROWER BY MAILING A COPY OF SUCH SUMMONS, COMPLAINT OR OTHER PROCESS BY CERTIFIED MAIL TO SUCH BORROWER AT ITS ADDRESS REFERENCED IN THE LOAN AGREEMENT. EACH BORROWER AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING BETWEEN BORROWERS AND LENDER.

 

11.            This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, email or other electronic format (.pdf or .tif) shall be effective as delivery of a manually executed counterpart of this Agreement.

 

[Signatures appear on the following page]

 

 

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement on the date first above written.

 

	RANOR, INC.
	By:	/s/ Richard D. Roomberg
	Name:	Richard D. Roomberg
	Title:	Vice President – Finance
	Stadco New Acquisition, LLC
	By:	/s/ Richard D. Roomberg
	Name:	Richard D. Roomberg
	Title:	Chief Financial Officer
	Westminster Credit Holdings, LLC
	By:	/s/ Richard D. Roomberg
	Name:	Richard D. Roomberg
	Title:	Chief Financial Officer
	Stadco
	By:	/s/ Richard D. Roomberg
	Name:	Richard D. Roomberg
	Title:	Assistant Secretary
	BERKSHIRE BANK
	By:	/s/ Matthew J. Simoneau
	Name:	Matthew J. Simoneau
	Title:	First Vice President

 

[Signature Page to Tenth Amendment]

 

 

CONSENT OF GUARANTORS

 

Each of the undersigned Guarantors of the Obligations of the Borrowers, as applicable, as further described in the Loan Agreement, that certain Amended and Restated Unlimited Guaranty dated as of August 25, 2021, by the Tech Guarantor in favor of the Lender (the “TechPrecision Guaranty”) and that certain Unlimited Guaranty dated as of August 25, 2021, by the Stadco Borrowers in their respective capacities as guarantors or Ranor’s Obligations (the “Stadco Guaranty” and together with the TechPrecision Guaranty, the “Guaranties” and each a “Guaranty”), hereby consents to the execution of the foregoing Agreement, hereby waives any claims, offsets or defenses which might otherwise arise by reason of the execution of the foregoing, and hereby ratifies and affirms its respective Guaranty, and all agreements securing such Guaranties, all of which shall remain in full force and effect until Borrowers’ Obligations have been paid and performed in full to Lender’s satisfaction. Each of the undersigned Guarantors hereby agrees that, as of the date hereof, it has no claim or defense of any kind by way of offset or otherwise to the payment and satisfaction in full of Borrowers’ or such undersigned Guarantor’s obligations under said documents or to the extent that such a claim or defense may exist, such undersigned Guarantor hereby waives it in consideration of the execution of the Agreement. Each of the undersigned Guarantors further waives any and all defenses arising by reason of (a) any and all amendments or modifications of any documents or instrument, (b) any and all alterations, accelerations, extensions or other changes in the time or manner of payment or performance of Obligations, (c) the release, substitution or addition of any collateral or any guarantees, (d) any failure of the Lender to give notice of default to Borrowers or such undersigned Guarantor, (e) any failure of the Lender to pursue any Borrower or any of its property with due diligence, (f) any failure of the Lender to resort to collateral or to remedies which may be available to it, (g) any and all defenses arising out of the relationship of the undersigned to Borrowers, and none of the defenses shall operate to release the undersigned as guarantor, (h) all rights of Borrowers, and (i) the benefit of all other principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof.

 

The failure or refusal of any of the undersigned Guarantors to execute this Consent of Guarantors shall not void such Guarantor’s Obligations, nor shall such failure or refusal be grounds for any relief of such undersigned Guarantor from its Obligations.

 

Guarantor:
TechPrecision Corporation
By:	/s/ Richard D. Roomberg
Name:	Richard D. Roomberg
Title:	Chief Financial Officer

 

(Signatures continue on the following page)

 

 

Stadco New Acquisition, LLC
By:	/s/ Richard D. Roomberg
Name:	Richard D. Roomberg
Title:	Chief Financial Officer
Westminster Credit Holdings, LLC
By:	/s/ Richard D. Roomberg
Name:	Richard D. Roomberg
Title:	Chief Financial Officer
Stadco
By:	/s/ Richard D. Roomberg
Name:	Richard D. Roomberg
Title:	Assistant Secretary

 

 

 

 

 

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: roombergr@ranor.com	Website: www.haydenir.com
Website: www.techprecision.com

 

FOR IMMEDIATE RELEASE

 

TechPrecision Corporation Announces Appointment of New Chair and Vice Chair of the Board of Directors

 

Westminster, MA – December 26, 2024 – TechPrecision Corporation (NASDAQ:TPCS) (“TechPrecision” or “the Company”), today announced that following the results of the Company’s 2024 Annual Meeting, three new directors were elected to the Board of Directors (the “Board”) of the Company by its stockholders: John A. Moore, General Victor E. Renuart Jr. and Robert D. Straus. The Board appointed by unanimous vote General Victor E. Renuart Jr. to serve as Chair of the Board and Robert D. Straus as Vice-Chair of the Board.

 

The composition of committees of the Board is as follows:

 

·

Audit Committee: Walter M. Schenker (Chair), Andrew A. Levy and John A. Moore

 

·

Compensation Committee: John A. Moore (Chair), Andrew A. Levy and Robert D. Straus

 

·

Nominating and Governance Committee: Robert D. Straus (Chair), General Victor E. Renuart Jr. and Walter M. Schenker

 

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

 

This release 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 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-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, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that 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 results to differ include, but are not limited to, risks and uncertainties arising from: our reliance on individual purchase orders, rather than long-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 Eastern Europe and the Middle East, price inflation, interest rate increases 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 to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for our services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability to operate 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 with our business; our failure to maintain effective internal controls over financial reporting; our ability to regain compliance with the continued listing requirements of Nasdaq; general industry and market conditions and growth rates; and other risks discussed in 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 or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors.

 

 

v3.24.4

Cover	Dec. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2024
Entity File Number	001-41698
Entity Registrant Name	TECHPRECISION CORPORATION
Entity Central Index Key	0001328792
Entity Tax Identification Number	51-0539828
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1 Bella Drive
Entity Address, City or Town	Westminster
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01473
City Area Code	978
Local Phone Number	874-0591
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TPCS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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