TechPrecision Corp Terminates Material Definitive Agreement

TL;DR

TPCS terminated a key deal, expect potential shifts.

AI Summary

On April 2, 2024, TechPrecision Corporation (TPCS) announced the termination of a material definitive agreement. The company, incorporated in Delaware with its principal executive offices at 1 Bella Drive, Westminster, MA, filed this 8-K report on April 8, 2024.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's business relationships and financial projections.

Key Players & Entities

• TechPrecision Corporation (company) — Registrant
• April 2, 2024 (date) — Date of earliest event reported
• April 8, 2024 (date) — Filing date
• 1 Bella Drive, Westminster, MA 01473 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TPCS Nasdaq Capital Marke

Filing Documents

• tm2411297d1_8k.htm (8-K) — 28KB
• tm2411297d1_ex99-1.htm (EX-99.1) — 16KB
• 0001104659-24-044560.txt ( ) — 219KB
• tpcs-20240402.xsd (EX-101.SCH) — 3KB
• tpcs-20240402_lab.xml (EX-101.LAB) — 33KB
• tpcs-20240402_pre.xml (EX-101.PRE) — 22KB
• tm2411297d1_8k_htm.xml (XML) — 3KB

02

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed by TechPrecision Corporation (the " Company ") in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2023 (the " Prior 8-K "), the Company and Doerfer Corporation (the " Seller ") entered into a Stock Purchase Agreement (the " Purchase Agreement "), pursuant to which, the Company would acquire all of the issued and outstanding common stock of Votaw Precision Technologies, Inc. (" Votaw ") and after giving effect to such purchase, Votaw was to become a wholly owned subsidiary of the Company. Pursuant to Section 7.01(f) of the Purchase Agreement, in the event that the Closing (as defined in the Purchase Agreement) has not occurred by the Outside Date (as defined in the Purchase Agreement) either the Company or the Seller has the right to terminate the Purchase Agreement, subject to the party terminating having complied with the other required closing conditions. On April 2, 2024, the Seller delivered to the Company written notice of its election to terminate the Purchase Agreement under Section 7.01(f) effective immediately. The Company is currently reviewing the applicability of Section 7.01(f). The termination of the Purchase Agreement shall have the effects set forth in Section 7.02 of the Purchase Agreement, including that, if the Seller validly terminated the Purchase Agreement pursuant to Section 7.01(f), the Company must pay to the Seller a termination fee, as the Seller's exclusive remedy, consisting of 320,000 shares of the Company's common stock to be issued into the name of the Seller (the " Stock Termination Fee "). The Stock Termination Fee will increase by 48,000 additional shares of the Company's common stock if the Company fails to (i) issue the Stock Termination Fee to the Seller within 30 calendar days following the Seller's proper termination of the Purchase Agreement pursuant to Section 7.01(f), and (ii) file a registra

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On April 8, 2024, the Company issued a press release regarding the termination of the Purchase Agreement and releasing certain information that had been provided to potential investors in the related financing. 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 or the Exchange Act.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated April 8, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

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: April 8, 2024 By: /s/ Barbara M. Lilley Name: Barbara M. Lilley Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR