TechPrecision Corp Files 8-K: Material Agreement, Financials, Equity Sales

TL;DR

TechPrecision Corp (TPCS) filed an 8-K on July 1st detailing a material agreement, financial results, and equity sales.

AI Summary

On July 1, 2024, TechPrecision Corporation entered into a Material Definitive Agreement. The company also reported its results of operations and financial condition. The filing also disclosed unregistered sales of equity securities and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on TechPrecision Corporation's recent business activities, including a significant agreement and financial performance, which could impact investor decisions.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require careful investor scrutiny.

Key Players & Entities

• TECHPRECISION CORPORATION (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 000-41698 (filing_id) — Commission File Number
• 1 Bella Drive (address) — Business address
• Westminster (city) — Business address city

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TPCS Nasdaq Capital Marke
• $2.3 m — gregate purchase price of approximately $2.3 million, (i) 666,100 shares (the " Shares
• $3.45 — one Share and one Purchaser Warrant was $3.45. Wellington Shields & Co. LLC (the " Pl
• $4.00 — e of issuance with an exercise price of $4.00 per share. The exercise price for the P
• $90,000 — d, in an aggregate amount not to exceed $90,000. In addition, pursuant to the Placement
• $4.30 — he Closing Date at an exercise price of $4.30 per share. The Company also agreed to r

Filing Documents

• tm2419078d1_8k.htm (8-K) — 37KB
• tm2419078d1_ex4-1.htm (EX-4.1) — 97KB
• tm2419078d1_ex4-2.htm (EX-4.2) — 102KB
• tm2419078d1_ex10-1.htm (EX-10.1) — 253KB
• tm2419078d1_ex10-2.htm (EX-10.2) — 62KB
• tm2419078d1_ex99-1.htm (EX-99.1) — 14KB
• tm2419078d1_ex99-2.htm (EX-99.2) — 11KB
• tm2419078d1_ex10-2img01.jpg (GRAPHIC) — 20KB
• 0001104659-24-078713.txt ( ) — 916KB
• tpcs-20240701.xsd (EX-101.SCH) — 3KB
• tpcs-20240701_lab.xml (EX-101.LAB) — 33KB
• tpcs-20240701_pre.xml (EX-101.PRE) — 22KB
• tm2419078d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On July 3, 2024, TechPrecision Corporation (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain accredited investors (the " Purchasers "), pursuant to which the Company agreed to sell in a private placement at an aggregate purchase price of approximately $2.3 million, (i) 666,100 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (" Common Stock "), and (ii) common stock purchase warrants to purchase up to 666,100 shares of Common Stock (the " Purchaser Warrants " and together with the Shares, the " Securities "). The combined purchase price for one Share and one Purchaser Warrant was $3.45. Wellington Shields & Co. LLC (the " Placement Agent ") acted as placement agent in the Offering. Each of the Purchaser Warrants shall be exercisable beginning six months after issuance and have a term of exercise equal to five years from the date of issuance with an exercise price of $4.00 per share. The exercise price for the Purchaser Warrants is subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The Purchaser Warrants may be exercised by means of a "cashless exercise" at the holder's option, such that the holder may use the appreciated value of the Purchaser Warrants (the difference between the market price of the underlying shares of Common Stock and the exercise price of the underlying Purchaser Warrants) to exercise the Purchaser Warrants without the payment of any cash. The purpose of the sale of the Securities under the Purchase Agreement is to raise working capital for use by the Company. The closing of the offering occurred on July 8, 2024 (the " Closing Date "). Under an agreement with the Purchasers, the Company is required to file an initial registration statement with the Securities and Exchange Commission (" SEC ") covering the resale of the shares of common stock to be

02

Item 2.02 Results of Operations and Financial Condition. On July 1, 2024, TechPrecision Corporation issued a press release announcing the filing of Form 12b-25 to extend time for filing its annual report for the fiscal year ended March 31, 2024 and provided preliminary financial results for the fourth quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference. The financial information set forth in this Form 8-K with respect to the Company's preliminary financial results for the fourth quarter ended March 31, 2024 is subject to the completion of its review process, and is subject to change. The Company's fourth quarter results could differ materially from the preliminary estimates provided in this Form 8-K. You are cautioned not to place undue reliance on these forward-looking publicly release the results of any revision or update of the forward-looking statements, except as required by law.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The offer and sale of the Securities pursuant to the Purchase Agreement, described under Item 1.01 above and which description is hereby incorporated in this Item 3.02, will not be registered under the Securities Act of 1933, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. On July 8, 2024, the Company issued a press release announcing the pricing and closing of the private placement described under Item 1.01 above, a copy of which is attached here as Exhibit 99.2.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Purchaser Warrant 4.2 Form of Placement Agent Warrant 10.1* Form of Securities Purchase Agreement between the Company and the Purchasers dated July 3, 2024 10.2 Form of Placement Agent Agreement between the Company and the Placement Agent dated July 3, 2024 99.1 Press Release dated July 1, 2024 99.2 Press Release date July 8, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) *Schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.

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: July 10, 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