Wynnefield Partners Discloses Stake in Techprecision Corp

Ticker: TPCS · Form: SC 13D · Filed: Jul 2, 2024 · CIK: 1328792

Techprecision Corp SC 13D Filing Summary
FieldDetail
CompanyTechprecision Corp (TPCS)
Form TypeSC 13D
Filed DateJul 2, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $3,027,410, $638,873.32
Sentimentneutral

Sentiment: neutral

Topics: activist-filing, ownership-change, 13d-filing

TL;DR

**Wynnefield Partners just filed a 13D on Techprecision Corp. Watch this space.**

AI Summary

Wynnefield Partners Small Cap Value, L.P. and its affiliates, including Joshua Landes, Nelson Obus, Robert D. Straus, Wynnefield Capital Management, LLC, and Wynnefield Capital, Inc., have filed a Schedule 13D regarding their beneficial ownership of Techprecision Corp. The filing, dated July 2, 2024, indicates a change in their ownership stake, though specific dollar amounts and the exact percentage change are not detailed in this excerpt.

Why It Matters

This filing signals a significant investor's increased or changed interest in Techprecision Corp, potentially influencing the company's stock performance and strategic decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede activist investor actions or significant shifts in a company's ownership structure, which can introduce volatility.

Key Players & Entities

  • Wynnefield Partners Small Cap Value, L.P. (company) — Filing entity
  • Techprecision Corp (company) — Subject company
  • Joshua Landes (person) — Group member of filing entity
  • Nelson Obus (person) — Group member of filing entity
  • Robert D. Straus (person) — Group member of filing entity
  • Wynnefield Capital Management, LLC (company) — Affiliated entity
  • Wynnefield Capital, Inc. (company) — Affiliated entity

FAQ

Who are the primary filers of this Schedule 13D?

The primary filers are Wynnefield Partners Small Cap Value, L.P. and its group members, including Joshua Landes, Nelson Obus, Robert D. Straus, Wynnefield Capital Management, LLC, and Wynnefield Capital, Inc.

What company is the subject of this filing?

The subject company is Techprecision Corp.

When was this Schedule 13D filing made?

The filing was made on July 2, 2024.

What is the business address of Techprecision Corp?

The business address of Techprecision Corp is 1 Bella Drive, Westminster, MA 01473.

What is the SIC code for Techprecision Corp?

The Standard Industrial Classification (SIC) code for Techprecision Corp is 3440, which corresponds to Fabricated Structural Metal Products.

Filing Stats: 4,605 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-07-02 16:32:07

Key Financial Figures

  • $0.0001 — ation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
  • $3,027,410 — re acquired with funds of approximately $3,027,410 (including brokerage commissions) (whic
  • $638,873.32 — re acquired with funds of approximately $638,873.32 (including brokerage commissions) (whic

Filing Documents

Security and Issuer

Item 1. Security and Issuer. This value per share (the “Common Stock”) of TechPrecision Corporation (the “Issuer”), whose principal executive offices are located at 1 Bella Drive, Westminster, MA 01473.

Identity

Item 2. Identity and Background. This Reporting Persons, the “Reporting Persons”). Each of Wynnefield Capital, Inc. and Mr. Straus is party to that certain Group Agreement, as further described in Item 4 of this Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (1) Wynnefield Reporting Persons . (a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing Plan (“Wynnefield Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua Landes. The Wynnefield Reporting Persons that are entities are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders). WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as a limited partnership under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. Wynnefield Plan is an employee profit sharing plan organized under the laws of the State of Delaware. Messrs. Obus and Landes are the co-trustees of Wynnefield Plan. Messrs. Obus and Landes are citizens of the United States of America. The

Source

Item 3. Source and Amount of Funds or Other Consideration. (1) Wynnefield Reporting Persons . The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $3,027,410 (including brokerage commissions) (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially owns such securities. (2) Robert D. Straus . The securities reported in this Schedule 13D as directly beneficially owned by Mr. Straus were acquired with funds of approximately $638,873.32 (including brokerage commissions) (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. All such funds were provided from the personal funds of Mr. Straus.

Purpose of the Transaction

Item 4. Purpose of the Transaction Nomination Letter On July 2, 2024, Wynnefield Partners I on behalf of itself and the other Wynnefield Reporting Persons delivered a letter to the Issuer notifying it that the Wynnefield Reporting Persons intend to (i) nominate and seek to elect General Victor Eugene “Gene” Renuart, Jr., U.S. Airforce (Ret.) and Robert D. Straus (each, a “Nominee” and collectively, the “Nominees”) as members of the Issuer’s Board of Directors (the “Board”), at the Issuer’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Wynnefield Reporting Persons feel compelled to propose two qualified and independent Nominees for election at the 2024 Annual Meeting. These Nominees are intended to: (i) bring exemplary military expertise to the Board, enhance M&A and financial transaction disciplines, and ensure a commitment to fiduciary duties, protecting stockholders from poorly conceived strategies like the recently terminated acquisition of Votaw Technologies; (ii) improve transparency, allowing outside stockholders to better assess investment risks, as limiting such conversation and access fails to meet fiduciary duties to stockholders; (iii) add new independent Board members to address what the Wynnefield Reporting Persons believe to be the Issuer’s financial underperformance and recent stockholder value decline; (iv) provide outside stockholders with new voices on the Board, improving their ability to express concerns and objectives; (v) respond to stockholder frustration with the current Board, as the Wynnefield Reporting Persons believe is evidenced by the significant withheld votes and broker non-votes against current non-employee directors at the Issuer’s 2023 Annual Meeting of Stockholders held in September 2023. Accordingly, at the 2024 Annual Meeting, the Wynnefield Reporting Persons will seek to elect two highly qualified, independent direct

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