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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):
September 18, 2025
TECHPRECISION
CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41698 |
|
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 |
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 5.08 | Shareholder Director Nominations |
The information below under Item 8.01 of this
Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
On September 18, 2025, the Board of Directors of
TechPrecision Corporation (the “Company”) established Tuesday, October 28, 2025 (the “Meeting Date”)
as the date for the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held
virtually. The Board has set October 1, 2025 as the record date relative to the Meeting Date for the Annual Meeting. The time and meeting
website information for the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, which will
be filed with the Securities and Exchange Commission (the “SEC”) prior to the Annual Meeting.
The Company’s 2024 Annual Meeting of Shareholders
(the “Prior Meeting”) was held on December 19, 2024. As the Meeting Date is more than 30 days before the first anniversary
of the Prior Meeting, the deadline for stockholder’s nominations or proposals for consideration at the Annual Meeting set forth
in the Company’s proxy statement for the Prior Meeting no longer applies. As such, the Company is informing shareholders of this
change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and is informing shareholders of the new dates described below for submitting shareholder proposals and other matters for consideration
at the Annual Meeting.
A stockholder intending to submit a proposal to
be included in the proxy statement for the Annual Meeting under Rule 14a-8 must deliver such proposal in writing to our principal
executive offices no later than October 1, 2025, which the Company believes to be a reasonable deadline under the applicable rules of
the Exchange Act. Proposals should be addressed to: TechPrecision Corporation, 1 Bella Drive, Westminster, MA 01473, Attention: Corporate
Secretary. Proposals of stockholders must also comply with the SEC’s rules regarding the inclusion of stockholder proposals in proxy
materials and the Company’s Second Amended and Restated By-laws (the “By-laws”), and we may omit any proposal
from our proxy materials that does not comply with Rule 14a-8 or the By-laws. A copy of the By-laws has been filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025, or can be obtained by contacting the Company’s
Corporate Secretary at the address above.
Submissions under the By-laws of proposals intended
to be presented at, but not included in the proxy materials for, the Annual Meeting, including director nominations for election to the
Board of Directors, must be addressed to our Corporate Secretary and received at our principal executive offices on or before September
28, 2025, which is the tenth day following public disclosure of the Meeting Date. A stockholder’s notice to the Corporate Secretary
must set forth as to each matter the stockholder proposes to bring before the annual meeting the information described in the By-laws.
In addition, to comply with the universal
proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide
notice that sets forth the information required by SEC Rule 14a-19 no later than October 1, 2025.
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: September 18, 2025 |
By: |
/s/ Phillip E. Podgorski |
| |
Name: |
Phillip E. Podgorski |
| |
Title: |
Chief Financial Officer |
