TPCS TechPrecision Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR

¨ Form N-CSR

 

For Period Ended: December 31, 2023

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

 

For the Transition Period Ended: ________________________________________________________________

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item (s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

 

TechPrecision Corporation

Full Name of Registrant

 

 

Not Applicable

Former Name if Applicable

 

1 Bella Drive

Westminster, Massachusetts 01473

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

¨

(a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

TechPrecision Corporation (the “Company”) is unable to file its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended December 31, 2023 within the prescribed time period without unreasonable effort and expense to the Company. The Company requires additional time to complete its financial statements for the quarterly period ended December 31, 2023 in order to finalize the results of operations of its Stadco operating segment and have its independent auditors complete their review of the consolidated financial statements to be included in the report on Form 10-Q. Although the acquisition of Stadco was completed on August 25, 2021, the Company continues to work on integrating Stadco’s processes and procedures with its own.

 

PART IV — OTHER INFORMATION

 

(1)

(1) Name and telephone number of person to contact in regard to this notification

 

Barbara M. Lilley		(978)		874-0591
(Name)		(Area Code)		(Telephone Number)

 

	(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to be such report(s) been filed If answer is no, identify report(s).
		Yes x No ¨

	(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
		Yes x No ¨

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company anticipates that there will be a significant change in results of operations from the quarterly period ended December 31, 2023. The Company expects to report that net sales for the three months ended December 31, 2023 were approximately $7.6 million. The Company expects to report gross profit of $1.2 million for the three months ended December 31, 2023. The Company expects to report that selling, general and administrative expenses for the three months ended December 31, 2023 were approximately $2.2 million. The Company expects to report that net sales for the nine months ended December 31, 2023 were approximately $23.0 million. The Company expects to report gross profit of $2.9 million for the nine months ended December 31, 2023. The Company expects to report that selling, general and administrative expenses for the nine months ended December 31, 2023 were approximately $5.1 million.

 

All financial results for the three and nine months ended December 31, 2023 included above are preliminary, have not been reviewed or audited, are based upon the Company's estimates, and were prepared prior to the completion of the Company's financial statement close process. The preliminary financial results should not be viewed as a substitute for the Company's full third quarter results, do not present all information necessary for an understanding of the Company's financial performance as of and for the three and nine months ended December 31, 2023 and should not be considered final until the Company files its Quarterly Report on Form 10 - Q for the quarter ended December 31, 2023. During the course of the preparation of the Company's financial statements as of and for the three and nine months ended December 31, 2023, the Company may identify items that could cause its final reported results to be materially different from the preliminary financial information set forth above. Accordingly, undue reliance should not be placed on this preliminary data.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Form 12b - 25 contains forward - looking statements that involve risks and uncertainties. Forward - looking statements give our current expectations of forecasts of future events. All statements other than statements of current or historical fact contained in this filing, including statements regarding our preliminary financial results for the three and nine months ended December 31, 2023, expectations about the timing of the completion of the Company's financial statements for the fiscal quarter ended December 31, 2023, our future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals or the impact of any laws or regulations applicable to us, and plans and objectives of management for future operations, are forward - looking statements. The words "anticipate," "believe," "continue," "should," "estimate," "expect," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to us, are intended to identify forward - looking statements. We have based these forward - looking statements on our current expectations about future events. While we believe these expectations are reasonable, such forward - looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward - looking statements. The forward - looking statements included in this filing are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

 

 

TechPrecision Corporation

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Date: February 15, 2024		By:	/s/ Barbara M. Lilley
			Barbra M. Lilley, Chief Financial Officer

 

 

---