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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):
April 2, 2024
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
000-41698 |
|
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 |
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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 1.02 |
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 registration statement to effect the resale of such shares
of the Company’s common stock included in the Stock Termination Fee within 30 calendar days following the Seller’s proper
termination of the Purchase Agreement pursuant to Section 7.01(f) and/or thereafter use commercially reasonable efforts to cause
such registration to become effective as soon as practicable.
The foregoing descriptions of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement, a copy of which
was previously filed as Exhibit 2.1 to the Prior 8-K.
| 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.
Item 9.01 |
Financial Statements and Exhibits. |
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 |
Exhibit 99.1
TechPrecision
Announces Termination of Agreement to Acquire Votaw Precision Technologies
Discloses Cleansing Information Provided in
Connection with Abandoned Votaw Acquisition Financing
WESTMINSTER, MA / ACCESSWIRE / April 8, 2024
– TechPrecision Corporation (Nasdaq: TPCS) (“TechPrecision” or the “Company,” “we,” “us”
or “our”) today announced the termination of the Stock Purchase Agreement (“SPA”) dated November 22, 2023,
between TechPrecision and Doerfer Corporation (“Doerfer”) to acquire Votaw Precision Technologies, Inc. (“Votaw”).
Termination of SPA
On Tuesday April 2, 2024, Doerfer simultaneously
notified us that it was terminating the SPA effective immediately and by separate term sheet offered to reinstate the SPA and extend the
outside closing date in exchange for material concessions from the Company. After several days of negotiating the terms of the proposed
reinstatement and extension, the Company and Doerfer failed to reach agreement and the SPA remains terminated.
Pursuant to Section 7.02(a) (“Termination
Fee”), Doerfer is expecting the Company to issue 320,000 shares of TechPrecision to Doerfer. The Company is presently reviewing
the situation.
Disclosure of Cleansing Information1
As
part of the now terminated acquisition financing, we engaged in confidential discussions with potential investors under Non-Disclosure
Agreements (“NDAs”) pursuant to which we agreed, limited to the extent necessary, to publicly disclose certain information
including certain material non-public information (the “Cleansing Information”). We are now making the Cleansing Information
to the public available as part of this press release. This Cleansing Information was based solely on certain information made available
to the Company as of the date of the Cleansing Information and was not prepared with a view toward public disclosure. The Cleansing Information
has not been updated since it was produced and neither we nor any third party has made or makes any representation to any person regarding
the accuracy of any Cleansing Information or undertakes any obligation to publicly update the Cleansing Information to reflect circumstances
existing after the date when the Cleansing Information was prepared or conveyed or to reflect the occurrence of future events.
All who read these documents should understand that circumstances and situations may, if they have not already changed, could and will
likely change in the future and to take that into account. The Cleansing Information should not be relied upon by any party for any reason.
The Cleansing Information is available using the following link:
https://www.techprecision.com/upload/Investor_file/Cover_page.pdf
1
This press release and the Cleansing Information are for informational purposes only and shall not constitute, or form any
part of, an offer to sell or a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such offer, solicitation or sale is not permitted. The Cleansing Information includes EBITDA, a
non-GAAP financial measure. Net (loss) income is the financial measure calculated and presented in accordance with U.S. GAAP that is
most directly comparable to EBITDA. We believe EBITDA provides our board of directors, management, and investors with a helpful measure
for comparing our operating performance with the performance of other companies that have different financing and capital structures
or tax rates. We also believe that EBITDA is a measure frequently used by securities analysts, investors, and other interested parties
in the evaluation of companies in our industry, and is a measure contained in our debt covenants. However, while we consider EBITDA to
be an important measure of operating performance, EBITDA and other non-GAAP financial measures have limitations, and investors should
not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. We obtained the industry and
market data used throughout the Cleansing Information from our own internal estimates and research, as well as from independent market
research, industry and general publications and surveys, governmental agencies, publicly available information and research, surveys
and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts
and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data
and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources
from which this data is derived. In addition, while we believe the industry and market data included in this Cleansing Information is
reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based
on various factors, including those discussed in our periodic reports that are filed with the Securities and Exchange Commission and
available on its website (www.sec.gov). These and other factors could cause results to differ materially
from those expressed in the estimates made by the independent parties or by us.
About TechPrecision Corporation
TechPrecision Corporation, through its wholly
owned subsidiaries, Ranor, Inc. and STADCO, manufacture large-scale, metal fabricated and machined precision components and equipment.
These products are used predominantly in the defense, aerospace, and precision industrial markets. TechPrecision's goal is to be an end-to-end
service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining,
assembly, inspection, and testing. To learn more about the Company, please visit the corporate website at 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," "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 of our control, including health emergencies, like epidemics
or pandemics, the Russia-Ukraine and Israel-Hamas conflicts, 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; general industry and market conditions and growth rates; general economic conditions; 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.
Company Contact: |
Investor Relations Contact: |
Ms. Barbara Lilley |
Hayden IR |
Chief Financial Officer |
Brett Maas |
TechPrecision Corporation |
Phone:646-536-7331 |
Tel: 978-883-5102 |
Email: brett@haydenir.com |
Email:
lilleyb@ranor.com |
|
www.techprecision.com |
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